The Story Continues
by Scarlet
Summary: My novelization of the first SPIDER-MAN movie was so popular I've been inundated with mail asking "Where's the one for SM2?" Well, here it is. Read, Review, and Enjoy!
1. Great Power, Too Much Responsibility

The Story Continues  
A _Spider-Man 2_ Novelization By Scarlet

_She looks at me every day. To you, it's just a billboard for Emma Rose Parfumery. To me, it's a chance to stare every day into the eyes of the most beautiful woman in the world...Mary Jane Watson. The woman I love with all my heart. Oh, boy. If only she knew how I really felt about her. But she can never know. I made a choice once to live a life of responsibility, a life she can never be a part of._

_Who am I?_

_I'm Spider-Man, given a job to do._

_But I'm also Peter Parker. And I've also got a job._

* * *

"Parker! Stop!" 

Peter Parker took his eyes off the huge billboard of MJ's face that watched his daily travels down Bleeker Street at the sound of an all-too-familiar voice... 

...Rahi Aziz, owner of the dingy rat-trap health code violation known as Joe's Pizza, who was standing on the sidewalk outside his shop, waving his arms frantically as he tried to get Peter's attention and hoping desperately to avoid being run over by the absent-minded delivery boy's beat-up moped. 

Peter slammed on the brakes to avoid hitting Aziz, then had to do a quick balancing act to avoid taking a tumble over the handlebars. Not that Peter wasn't used to balancing acts, but he was usually only good at them under his mask. Balance in his real life? Now that was laughable. 

"You're late!" Aziz snapped. "Always late!" He turned on his heel and marched into the pizza shop. 

"I'm sorry, Mr. Aziz," Peter said, parking his bike and following his boss. "There was..." _A bank robbery, with three gunmen, and a shootout with police, that I singlehandedly stopped, but that's really not what you want to hear right now._ "...a disturbance." He discreetly tucked away the hint of red fabric adorned with black web lines that was sticking out of his jacket pocket. 

"A disturbance," Aziz mocked. "A disturbance. Always with you, a disturbance." He gestured toward the clock on the wall, a massively oversized analog clock surrounded by a neon sign spelling out "29 Minutes Or It's Free Guaranteed". "Twenty-one minutes ago, an order came in from Harmattan, Burton, and Smith for eight extra-large deep-dish pizzas. In 8 minutes, I am defaulting on Joe's 29-minute guarantee, which means that not only will I not get paid for these pizzas, but I will lose the customer forever. Which means that I am counting on you..." 

Peter's eyes widened. He'd delivered to Harmattan, Burton and Smith enough times to know that they were located in the Woolworth building, and the Woolworth building was practically on the other side of the city from here. Surely Aziz wasn't going to ask him to... 

"...to get these pizzas 42 blocks uptown in seven and one-half minutes," Aziz continued as he stacked pizza boxes on the counter, "or your ass is fired." He sighed. "Peter, you're a nice guy. But you're just not dependable." 

Peter looked horrified. There was no way to get 42 blocks in 7 minutes on a good day, but at the tail end of the noon rush? It couldn't be done. He was as good as fired... 

"Go!" Aziz insisted. 

...but he had a job to do. Peter grabbed the stack and rushed off.

* * *

The traffic was even worse than he imagined. Peter wove his moped between cars, dodging cabs, pedestrians, car doors, etc. But he still wasn't even close to his destination. He looked overhead and saw the signal light changing and gunned the bike... 

...and his spider-sense shouted out a warning that acceleration wasn't the smartest thing he could do at that moment. 

He swerved on a dime, just missing being flattened by the city bus that was speeding through the intersection, but now he was way off course, under a clock whose face read "Tempus Fugit". 

_Time flies. How appropriate._ Then he saw the time that was flying by at that moment. 

Two minutes left. No way to make it by conventional means. 

He left the bike hidden away between two buildings, then raced across the street, the stack of pizzas still bungeed together and tucked under his arm, and yanked off his helmet as he darted down an alley. 

A passerby wondered where the pizza guy was going in such a hurry. 

Then, a very familiar streak of red and blue swung out from the alley, carrying the pizzas, flying on a webline over traffic and slinging away, shouting "Woo-Hoo!" as he went. 

"Whoa!" the passerby shouted. "He stole that guy's pizzas!"

* * *

In the air, Spider-Man made up the blocks easily; now he was just one, maybe two more long web shots from his destination. He'd make it in time... 

...unless something stopped him. Something like two kids chasing after their ball that had bounced into the street. Something like the delivery truck barreling down upon them... 

Spider-Man tossed the pizzas into the air in the general direction of a rooftop, then shot a new web and swung down toward the kids. 

He scooped them off the street with just inches to spare. "Gotcha!" he announced as he lightly touched down on a corner. "Remember, kids," he scolded them just like Uncle Ben had scolded him as a child, "no playing in the street." 

"Yes, Mr. Spider-Man," the pair answered in unison. 

Spider-Man gave them a salute, then leapt into the air and webbed away. _Now...where did I leave those pizzas?_

* * *

A block away, a tired Manhattanite wondered if maybe some higher power really was listening to him wondering what in the world he was going to do for lunch, because sitting on the edge of his balcony was a neatly-bungeed bundle of eight deep-dish pizzas. And boy, did they smell good...

* * *

_Aha. There they are._ Spider-Man swung toward them.

* * *

The man had just dug into the top box for a slice when a streak of red and blue whisked by him and swept away the entire stack. _Hey, he stole my pizzas!_ the man thought, then shrugged and started to take a bite of the slice... 

...only to have it snatched away from him by a spider's web.

* * *

The receptionist for Harmattan, Burton, and Smith was watching the clock and wondering where in the world that cute-but-irresponsible pizza delivery guy was when she suddenly heard a "thump" coming from around the corner. Hm-m. Something must have fallen over in the janitor's closet again. 

More clanks and thumps and crackles came from the closet. She leaned over and tried to get a better view, but the closet was just out of viewing range. 

Just as well. Peter wasn't too pleased that his normally quiet entry point had been overstuffed with tools that were now falling out of the closet and on top of him every time he tried to close the door. Good thing the receptionist's desk was just out of sight range, because otherwise his cover would be blown to smithereens. Which was what he wanted to do to these mops and brooms that kept getting in his way. 

Finally, he managed to get the door closed, took a second to gather himself, then picked up the stack of pizzas and marched over to the receptionist's desk. "Pizza time!" he announced merrily, setting the pizzas before her. 

The receptionist noisily cracked her gum and gestured with her eyes to the clock on the wall... 

...which showed 2 minutes past the hour. 

"You're late," she said curtly. "I'm not paying for those." 

Peter's face fell, and all traces of merry attitude vanished instantly. That was it. He was going to be fired. He knew it. All that rushing and hurrying and heroism and battling with cleaning equipment...for nothing. Not even a tip. 

Glumly, he detached his bungee cords from the stack of pizzas, gave the woman a polite smile, and trudged away.

* * *

"Joe's 29-minute guarantee is a promise, man," Aziz complained, justifiably upset that he'd been forced to give away eight pizzas yet again. "Now I know to you a promise means nothing...but to me, it's serious." 

Peter was crushed. He wished he could make people understand what a real commitment to a promise he'd personally made. But no one could ever know. And because of that, he knew the next words out of his mouth were going to sound hollow. "It's serious to me, too, Mr. Aziz." 

Aziz wasn't hearing any of it. He'd heard it too many times before. "You're fired," he snapped. 

Peter's stomach did a flip and he felt himself turning green. Personal disappointment he could deal with, but the emptiness in his wallet was something else entirely. "Please, Mr. Aziz, I need this job..." 

"You're fired," Aziz repeated. 

"Just give me a chance!" 

Aziz stared at him...at those big blue eyes, that almost childlike plaintive expression begging him for just one more chance. But those eyes and that expression had begged before, and he'd fallen for their hollow promises too many times. He reached out and ripped the "Joe's Pizza" sticker off of Peter's red motorcycle helmet, then turned away. 

Peter sighed, then settled into a dejected acceptance. Maybe it was just as well. At least now, he might actually be able to make it to his other commitments on time.

* * *

"You're fired." J. Jonah Jameson looked over the top of Peter's photograph portfolio and scowled. "Hello? Parker?" 

Peter emerged from his contemplation of how bad his life was becoming lately and frowned. What did J.J. just say? 

"You're fired," Jameson repeated, as if he'd heard Peter's internal dialogue. 

Fired? Again? He'd been fired and unfired enough times by Jameson to not put too much stock in his bluster, but he really needed this job right now. "Why?" Peter asked aloud. 

"Look at this," Jameson said, waving his hands over the portfolio dismissively. 

"Mr. Jameson...," Betty Brant said as she started to rush into the office. 

"Not now!" Jameson snapped. 

Betty retreated. 

"Look at this crap," Jameson continued. "Dogs catching Frisbees...pigeons in the park...a couple of old geezers playing chess..." 

Robbie Robertson stormed into the office. "Jonah...six minutes to deadline and we still have no front page..." 

"I'll take care of it," Jameson cut him off. 

"I just thought the _Bugle_ could show a different side of New York for a change," Peter insisted. 

"I don't pay you to be a sensitive _artiste_," Jameson reminded him. "I pay you because for some reason that lunatic Spider-Man will pose for you." 

Ah, yes, back to the Spider-Man discussion again. For two years now, J. Jonah Jameson had been waging a one-man PR campaign through _The Daily Bugle_ to turn the city against Spidey, using Peter's pictures as backdrop. And Peter was getting tired of participating in smearing his own name. "Spider-Man won't pose for any more pictures," he retorted. "You've turned the whole city against him." 

"A fact I'm very proud of," Jameson crowed. 

Betty Brant tried once more to rush in. 

"Still not now!" Jameson snapped again. 

Betty retreated. 

"Five minutes!" Robbie insisted. 

"Please, Mr. Jameson," Peter asked, "isn't there _any_ of these shots you can use? I really _need_ this job..." 

Jameson gave Peter a mock-hurt expression. "Aw...Miss Brant?" 

Betty rushed in. "Yes?" 

"Bring me a violin." 

Betty rolled her eyes and left the room. 

"Now," Jameson snapped to Peter, tossing the pictures at him, "get your pretty portfolio off my desk before I go into a diabetic coma." 

The phone buzzed. Jameson picked it up. 

"Mr. Jameson," Betty said in an impatient tone over the intercom, "your wife is on line one. She says she's lost the checkbook." 

"Thanks for the good news!" Jameson beamed, then slammed the receiver down. 

"Page one!" Robbie interrupted again. 

"Here's your page one," Jameson said, gesturing across the sky as if he were writing the headline. "Picture of a rancid chicken. Headline: 'Food Poisoning Scare Sweeps City'." 

"Some food got poisoned?" Ad Manager Ted Hoffman asked, poking his head into Jameson's office. 

"I'm feeling a little nauseous, yes," Jameson responded. 

Peter couldn't stand it any more. He was feeling just as nauseous, but he was also feeling very broke. "Here, Mr. Jameson." 

Jameson looked at what Peter had pushed across the desk--a grade-A picture of Spider-Man saluting a group of policeman as a web-tied criminal hung from a nearby wall. "It's terrible," Jameson muttered, then handed the picture to Robbie Robertson. "Here's your page one, Robbie. Headline: 'Masked Menace Terrorizes Town'." 

"I told you, he's not a menace!" Robbie insisted. 

"And I told _you_...," Jameson said in a threatening tone. 

"I'll take care of it!" Robbie left the room in a hurried huff. 

Jameson snorted derisively, then pulled out a cash voucher and looked at Peter as if to say _'bout time you did the right thing for once._ "I'll give you $150." 

"$300," Peter replied, offended at Jameson's tightwad offer. He did still have some pride left, however battered and abused it was. 

Jameson looked taken aback. "That's outrageous!" Then he scribbled a number on the voucher. "Done." He tossed it at Peter. "Thank you--bye-bye." 

Peter resisted the urge to web Jameson to his chair or gum up his cigar lighter, finally deciding it would just be better if he left the room. He headed over to Betty's desk and handed her the voucher. 

"Hi, Pete," Betty greeted warmly, then frowned as she looked at the total. "Oh...I'm afraid this doesn't cover the advance I gave you two weeks ago." 

"Oh," Peter realized, trying to cover his disappointment. He'd asked for $1000 to pay his rent and buy his books for the spring quarter, and he was still a couple of photos away from being back on the black side of the ledger. "Right." He turned to go. 

Betty sensed his falling spirit and wished she could do more, but there was just no way. As tight-fisted as Jameson was, he'd notice even one penny missing from the cash box. "Hey," she said. 

Peter turned back toward her. 

She stood up and gave him a playful poke under the chin. "Chin up," she said as she did. Then she headed into Jameson's office to try to get him to talk to his wife. 

Peter sighed, then tried to look on the bright side. If he left right now, he might actually be able to make his afternoon classes on time.

* * *

The central plaza at Empire State University was full of students hurrying to their next classes. One seemed to be a bit more harried and hurried than the rest. 

Peter was running toward Hamilton Hall, knowing he was on the verge of being late yet again for a class he couldn't afford to fail if he wanted to keep his scholarship, when he suddenly ran headlong into a student and his books fell to the ground. 

"Watch it, jerk!" the young woman snapped as she rushed away. 

Peter frowned. He never ran into people any more. Normally his spider-sense warned him when anyone or anything was in his way. But he was so distracted right now it could have warned him a multi-legged monster was about to step on him and he probably wouldn't have heard it. He gave a sigh and started gathering his books. 

A student's book bag smacked him in the back of the head. 

_Jeez, when it rains, it pours,_ he groused to himself, then started to gather the books again. 

And got smacked again by another backpack. 

_Dammit._ He glared at the back of the student who'd run into him, then stacked the books up with a hard "thump" and got to his feet... 

...and ran headlong into yet another person. 

It took Peter a second to realize who he'd run into. "Dr. Conners!" he said with surprise. 

Dr. Curt Conners looked at the frazzled young man before him. "Where are you headed, Parker?" he asked in the same tone fathers often used when asking their tardy children why they'd been late getting home from school. 

Peter wondered why in the world Conners would be asking him that question, because it should be obvious where he was going at this time of day. "Your class, sir." 

Conners gave a tug to his overcoat to pull it back onto his right shoulder, where only the stump of an arm was able to hold it in place, and shook his head. "My class is over," he informed Peter, holding up his wristwatch as he pulled the coat into place. "See me standing here?" 

Peter's eyes caught the time on Conners' watch. Late again. He groaned mentally. "I'm sorry, sir. I'm trying...I want to be here..." 

"Then be here!" Conners interrupted. Then he sighed an almost paternal sigh. "Look at you, Peter. You're always late, your grades have been steadily declining, you always appear exhausted..." 

Peter slumped again. It was just like being called on the carpet by Uncle Ben. Not that he didn't miss being called on the carpet by Uncle Ben, but it wasn't the feeling he wanted to have right now. 

"Your paper on fusion is still overdue," Conners reminded him. 

"I know," Peter said, grateful Conners hadn't outright flunked him over the missing paper. "I'm planning to write it on Dr. Otto Octavius..." 

"'Planning' is not a major at this university," Conners interrupted. 

Well, actually, it was, Peter noted to himself, but now was not the time to argue semantics. Besides, it wasn't like he'd be able to handle Urban Planning any better than Physics right now. 

Conners shook his head and started to walk away, then stopped and turned back to Peter. "Octavius is a friend of mine. You'd better do your research." 

Peter nodded. When he was going to have time for research was beyond him, but he nodded for the sake of keeping up appearances. 

"Get that paper done," Conners warned him, "or I'm failing you." And with that, the frustrated professor walked away, leaving an equally frustrated student behind.

* * *

It was dark by the time Peter arrived in Forest Hills, late--as usual--for a promised dinner with Aunt May. The house was dark, but her car was still there. Maybe she'd gotten exasperated with him and left him behind. Wouldn't surprise him. It'd be the perfect end to the not-so-perfect day. He parked his moped on the sidewalk by the front steps, then fumbled through his pockets for his housekey. With his luck, it had fallen out on one of his many changes of clothes through the day... 

Then he found it. Oh, good. At least one thing was going right today. He unlocked the door and headed inside. 

"Surprise!" came the shouts of three familiar voices, and the lights came on. 

Peter looked slightly confused. "What's the occasion?" he asked as he headed for the dining room. 

Everyone laughed. "Oh, really, Peter," Aunt May teased. "It's your birthday." 

Oh, right. His birthday. His 20th birthday. He'd probably have noticed a little sooner if he'd actually been paying attention to such things as what day it was on the calendar. Of course, the streamers and confetti and decorations in the dining room might have at least offered a little clue if he'd looked hard enough. 

"He's off in his own little world," one of the two guests commented. 

Everyone laughed...even Peter, though he wasn't sure why he was laughing at his own expense. Maybe because it was either that or burst out crying in frustration over another year of his life gone by with no real ability to make any aspect of it his own any more. 

"Happy birthday, dear," May said as she kissed him on the cheek. "It's still your birthday...whether you want to remember it or not." 

The two other guests laughed along with Aunt May. It was then that Peter realized who they were... 

...Harry Osborn, his best friend and self-proclaimed mortal enemy of Spider-Man... 

...and Mary Jane Watson, love of his life who he'd spurned two years ago because him being Spider-Man would have put her in constant danger. 

The two of them standing there were a reminder of just how much his life had changed in two short years. Two years ago, MJ wouldn't have even given him the time of day, much less shown up at his birthday party. And back then, Harry was his right-hand man, his best friend, the guy who'd gladly give his right arm and some of Daddy's allowance to you if you'd just get him through high school biology. 

How things had changed. 

"Well?" Aunt May teased. "Say something!" 

"Uh..." Peter struggled to think of what to say. "Thanks." Then he turned his attention to his friends. "Hey, MJ." 

"Hi," she said, practically beaming at him. 

"You're looking good," Peter continued, making his latest entry in the Understatement Of The Year contest. 

"Thanks," MJ replied, blushing slightly. 

For a moment, the two of them just looked into each other's eyes, each wanting so much to say something to the other but neither knowing exactly where to begin. 

Harry broke the silence. "Hey, buddy." 

Peter was grateful for the interruption. "Hiya, Harry." 

The two men shook hands. 

"Um..." Peter tried to think of what to say to two people from whom he had so much to hide. He decided to try talking to MJ. At least she didn't want to kill him. Not that he knew about, anyway. "So, how's the play going? I read a great review..." 

MJ smiled like a giddy schoolgirl. At least he'd noticed. It was a sign that he at least still thought about her occasionally. "It's going great." 

"She's terrific in it," Harry interjected. 

MJ giggled and blushed. "Harry sent me roses," she said, trying to sound casual. 

_Of course he did,_ Peter mused. _He doesn't have to worry about where his next rent check's going to come from, and he still has the hots for you, and unlike me, he can actually do something about it._ Still, though, it was good to see her again, even if he couldn't see her the way she wanted him to. He kept smiling at her, hoping he didn't look as goofy as he felt right about now. 

"So," Harry said, never having met a conversation pause he couldn't interrupt, "whatcha been up to lately, pal? How come you don't return my calls?" 

There was a very good reason for that--Peter didn't much like talking to people who wanted him dead. He encountered enough of that on a daily basis without willingly calling someone for more abuse. "Been kind of busy," he finally said aloud. 

"Taking pictures of Spider-Man?" Harry replied, a cold and accusing edge in his tone. 

That edge set Peter's spider-sense tingling. Harry was looking--and sounding--more like his father, the late and not-so-lamented Norman Osborn, with each passing day. And that was not good, considering his father had also been an insane supervillain that the _Bugle_ had dubbed "The Green Goblin". 

"How's the bug these days?" Harry asked, still cold-voiced. 

Peter tried to decide whether he should answer or ignore the question. Neither was a particularly good option when everyone in the room was staring at you and wishing you would be more open with them. 

"The less said about that man," May interrupted, handing out glasses of punch, "the better off we'll all be." 

Oh, great. Even Aunt May hated Spider-Man. Just what Peter needed to hear right then. 

"Now," May said, "let's have a party." 

"I'll get the hors d'oeuvres," MJ offered. 

The women retreated to the kitchen. 

"So..." Peter tried to find a subject other than Spider-Man to talk about. Not the easiest of things, since he really didn't _have_ anything in his life other than Spider-Man right now. He decided to take the simple approach. "How's OsCorp these days?" he asked Harry. 

"It's going great," Harry bragged, always ready to toot his own horn and show off for any audience at any time. "I'm in charge of Special Projects now." 

_Well, that seems appropriate,_ Peter mused, _seeing as how you wouldn't know the difference between an electron microscope and an electric guitar without me bailing you out every time you got behind in science class. It was probably the only thing the OsCorp board could think of to do to get you out of the way of actually running your father's already-failing business into the ground._ He tried to keep that thought from changing the expression on his face. 

Harry was too wrapped up in himself to notice anything awry in Peter's demeanor. "We're funding one of your idols--Otto Octavius." 

That got Peter's attention. "Really? I'm writing a paper on him." 

"Would you like to meet him?" 

Peter hoped his eagerness wasn't too visible. "You'd introduce me?" 

"For you, buddy? Anything." Harry puffed out his chest with pride. "Octavius is going to put OsCorp on the map in ways my father never even dreamed of." 

"That's nice, dear," May interrupted, putting a plate of cookies on the table. She patted Harry's shoulder. "Your father would be so proud of you, God rest his soul." 

_He's probably resting somewhere other than with God,_ Peter started to muse, then quickly dismissed that thought. Not that the world wasn't better off with Norman Osborn no longer in it, but it was still sacrilegious to speak ill of the dead. Even dead supervillains. 

Then he noticed MJ was standing behind Harry, looking for all the world like she wanted to say something to Peter. 

Boy, did he want to say something to her, too. But he couldn't. It just wasn't possible. As much as he wanted it to be, it wasn't possible. 

"MJ, come help me with this," May said from the kitchen. 

MJ broke eye contact with Peter and left the room. 

Harry noticed the dynamic. "She's waiting for you, pal," he told Peter knowingly. 

Peter tried to play dumb. "What do you mean?" 

"The way she looks at you. Or doesn't look at you. The whole thing. She wants you, pal. You ought to go for it." 

If only Harry realized how much he wanted to. "I don't really have time for girls these days." 

"What, are you dead?" Harry laughed as he took a seat at the table. 

"Been kind of busy," Peter repeated. It was just an excuse, and he knew it, but there was nothing more he could say. Besides, it was at least a version of the truth. 

"Taking pictures of your friend?" Harry replied, this time the edge in his voice as sharp as a bayonet. 

This time, the spider-sense sent more than a chill through him. Peter felt himself stand a little straighter and more resolutely against the archway, trying to stop himself from climbing the walls to get out of the line of fire from Harry's icy glare. "Can we get off that subject, please?" he said, desperate to salvage what he could from the wreckage of his former life. "I want us to be friends, Harry. I want us to trust each other." 

"Then tell me the truth," Harry said coldly. "If you knew who he was...would you tell me?" 

Peter couldn't answer. 

And from Peter's non-answer, Harry got his answer. 

Peter looked away. 

Harry got up from his chair and turned away too, as the chasm between the once-inseparable friends once more widened.

* * *

**PRE-EVICTION NOTICE.**

That was the bold print at the top of the mail Peter had spotted on the counter. He still got some of his mail here, so he'd been about to go through the stack to find his own mail when he spotted this little gem. Oh, boy. Here he was, bemoaning his own job and school troubles, and Aunt May was about to get tossed to the curb. He found himself thinking about Uncle Ben again, about how much blood, sweat, and tears Ben Parker had put into this crackerbox to turn it into a home for his wife and his nephew and how he was likely spinning in his grave right about now at the very notion of a letter like this being anywhere near his house. If Uncle Ben were still alive, he and May might have struggled financially, but they wouldn't let this house go without a fight...but if Uncle Ben were still alive, a _lot_ of things would be very different. Yet another burden for him to take on his shoulders. Aunt May had always said that God never gave anyone more than they could handle, which meant it was a good thing he had spider-enhanced strength, because he was sure being asked to handle a lot right now. He glanced at the time. 

It was well after ten. The guests--all two of them--were gone. And Aunt May was asleep at the table. He took her small, frail hand in his strong, muscular hands, the circular scar atop his right hand bearing a constant reminder of how much life had changed in two years. 

"Oh...Ben...," May whispered. 

Peter felt himself stiffen. He'd never really thought about how much Aunt May must miss Uncle Ben, but here was a visible and vocal reminder that the loss still haunted all of them. 

"Oh, wait," May realized as she awoke. "Peter?" Then she looked around. "Oh, dear. For a moment, I thought it was years ago." She laughed feebly. "Everyone's gone?" 

He nodded. 

"Did they have a good time?" 

"I'm sure they did." He gently held her hand, wishing he could take away her pain. But he couldn't. Because he could never tell her the truth. It would destroy her. 

"Well," she said, giving his hand a dismissive pat, "you'd better be getting home, too. You've got a long trip ahead of you. And I don't like to think about you on that...that scooter thing you drive." 

She still worried about him. That made him feel good that at least someone still thought about him in positive terms. But it also reminded him of how bad things were for her. "I'm worried about you," he said. "You're so alone now." He hesitated, then decided to say it. "And I saw the note from the bank." 

"Oh," she said, suddenly very interested in folding the cloth napkins. "That. So, I'm a little behind. Everybody is." She hurriedly got up from the table and headed over to the cluttered countertops to rearrange the mail, her purse, and anything else she could find as a distraction tactic. "Anyway, we needn't talk about that now." 

It took Peter a minute to realize what she was rearranging everything to find. He started to move toward his helmet and jacket, to hurry out the door... 

...but May turned around and took his hand. "Happy birthday, kiddo." She pressed a $20 into his hand--probably the only money she had in her wallet. "I know it's not much, but I want you to have it." 

As much as Peter needed this money, he knew she needed it more. "No, Aunt May, I can't take this..." 

"Yes, you can!" she snapped angrily, closing his fingers around it before he could react. "For God's sake, it's not much--I don't have anything else to give you--so take it! And don't you _dare_ leave it behind!" 

Peter rarely heard that kind of determination from Aunt May. He didn't know what the right thing to do was--he _really_ needed this money, but she _really_ did, too... 

She interpreted Peter's confusion as confusion about her reaction. "I'm sorry," she said, crying. "It's just..." She straightened his sweatshirt jacket, as if he were still the little boy she'd cared for all those years. "I miss your uncle so much. It's hard to believe it'll be two years next month since he was taken from us. I miss him. I miss him so." 

_So do I,_ Peter thought, trying to stay strong. He could never allow Aunt May to see the real depth of pain inside him. Because it might reveal too much, something no one should see. 

"I think to myself, sometimes," May continued, "that were I to ever face the one responsible..." She hesitated. "...I don't know what I might be capable of doing." Then she turned away, ashamed of her outburst. She'd always tried to be strong for Peter, because that was the way Ben would have wanted it. "Well," she said, walking back into the kitchen and reaching in the drawer for aluminum foil, "don't forget your cake." 

At that moment, Peter wanted to forget everything. Especially the cake. Because it was an especially literal reminder that you can't have your cake and eat it, too. 

Even when it was birthday cake.

* * *

Before he left, Peter did one last favor for his aunt, carrying the kitchen trash to the garbage cans, just like he'd done for years when he lived at home. Taking out the trash did hold at least one good memory for him--the memory of talking to the beautiful Mary Jane Watson about the future the night after his spider bite. How much things had changed for all of them since that night... 

"Hey." 

He turned around at the sound of that angelic voice. _And some things have stayed the same. Maybe._ "You're still here," he observed. 

"Yeah," she said, getting up from her seat on the back porch of the house she'd grown up in but had long since moved away from. 

He found himself wondering why she was still there. This was the night the show was dark--he knew at least that much from memorizing the play's schedule, even though he knew he'd never find enough time in his own frantic schedule to see it--but surely she had some place better to be tonight than standing by trash cans in a back yard in Forest Hills. Or maybe she didn't. He certainly didn't. "I saw your billboard on Bleeker Street," he commented, trying to find a way to strike up a semi-reasonable sounding conversation. 

She gave him the same modest, shy look she'd given him two years ago when he'd wanted to take her picture at Columbia University's genetic labs. "Isn't it weird?" she said with a grimace. "I'm so embarrassed." 

"Don't be," he replied with a broad smile. "I love it. I get to see you every day now." 

They both laughed, and then there was an uncomfortable pause in the conversation...like there was in practically every conversation they'd had in the last two years. "I liked seeing you tonight," she finally said. 

It was like an echo of his own thoughts. "Oh, boy, yeah," he whispered aloud before he could stop the words from escaping his lips. 

MJ looked intrigued. "Oh, boy, yeah...what?" 

_Tell her, you fool. Tell her..._ "Uh...nothing." 

She reached out and touched his cheek. "Is there something you want to say to me?" 

He gasped involuntarily. She'd touched his cheek lovingly two years ago, too...as they stood in a cemetery by Uncle Ben's grave... 

And then he remembered why he'd turned away back then. Because it was the right thing to do. The responsible thing to do. The _only_ thing to do. "MJ..." 

"Yes...?" 

But that knowledge didn't make the choice any easier. Nor did it make the right words form in his mind faster. "I...I...was wondering if...if you're still in the Village." 

That, clearly, wasn't what MJ had wanted to hear. "The Village." 

It wasn't what he'd wanted to say, either, but there really wasn't any point in saying what he really wanted to say. "Yeah." 

MJ sighed. "You're such a mystery." She took her hand off his cheek and turned away. 

_She's waiting for you,_ Harry had said. _She's waiting for you..._

"I'm seeing somebody now," she called over her shoulder. 

That broke Peter out of his contemplation. He frowned. "You mean a boyfriend?" 

She shrugged. "Well, I like him. A lot." 

_Maybe she isn't waiting for you._ Peter caught himself before he let the thought go too far and attempted to contort his face into what he hoped was a supportive expression. "That...that's good. I'm happy for you." 

She gave him a look that said she didn't believe one word of what he was saying. "You are?" 

Damn, he wished he had his mask right about now. He hated that he was having so much trouble keeping her from seeing what was really on his mind. "Why wouldn't I be? That's just what you need. Companionship..." 

"And maybe more." 

He hoped she didn't see the huge gulp he just took, trying to swallow his emotions. "More?" 

"Maybe." She sighed. "I don't know." She turned to go. 

_Stop her, you fool...stop her...do something...get her to turn around..._ "I'm going to come see your play tomorrow," he said. 

That did it. She stopped and turned to face him again. "You are?" 

He forced himself to smile. For her, he'd do anything. "I'll be there." 

She smiled coyly. "Don't disappoint me," she warned. 

"I won't," he promised. 

She once more came over to him. "Pete..." 

He stood there as she leaned in close...so close that if they moved only slightly, their lips would meet...just like they had on that glorious night in the rain two years ago... 

"Happy birthday," she whispered. And then she walked away. 

Peter forced himself to remember to breathe. _Oh, boy, yeah._

* * *

An hour later, the contact high from his encounter with MJ wearing off, Peter trudged up the stairs of the run-down boarding house where he rented a room. He'd moved out of the loft he and Harry shared two years ago, even though Harry had told him he could stay as long as he wanted, because something about being indebted in any way to a man who had vowed to kill him--or rather, Spider-Man--was not particularly appealing to him. But with his inability to hold down a job for very long, paying rent was particularly precarious. So he'd moved in to this hovel about a year ago, into a room so small that he practically had to step outside to change his mind. At least it faced the street and had French-door-style windows, which made his spidery comings and goings easier. Maybe he should have come in that way tonight, because the stairs had a tendency to creak and announce the arrivals and departures of any residents... 

"Rent!" 

...which never failed to garner the attention of the landlord. Peter froze in place, then slowly turned around to face the music...and the landlord, Stefan Ditkovitch, whose open apartment door revealed that he was playing poker in his kitchen with his fellow Russian mobsters--er, friends--as usual. And Ditkovitch didn't look happy--as usual. 

Peter forced a smile. "Hi." 

"Hi?" Ditkovitch answered. "What is 'hi'? Can I spend it?" 

"I'm sorry I'm a little behind...," Peter began. 

"You're a month late again," Ditkovitch interrupted. "_Again_." 

Peter thought fast. "I've got a paycheck due this week. I'll have it for you soon, I promise..." 

Ditkovitch laughed derisively, as if he'd heard it all before, way too many times for his liking. "If promises were crackers, my daughter would be fat." 

Peter looked across the kitchen at Ditkovitch's daughter, Ursula, a waif-like teen so skinny that she made Kate Moss look curvaceous. 

Ursula, clearly crushing on their cute-but-irresponsible tenant, waved at him. 

"Um...I'm really sorry, Mr. Ditkovitch," Peter continued, reaching into his pocket to show how cash-poor he really was, hoping for at least a little sympathy, "but all I've got is $20 to last the whole week..." 

And before he knew it, Ditkovitch had snatched the $20 out of his hand so fast he'd have sworn the man had superpowers. "Sorry doesn't pay the rent," he chastised. "And don't try sneaking past the doorway any more. I have ears like a cat. And eyes like a rodent." 

_Yeah, I've always thought you had a rat-face,_ Peter's snarkier inner self commented. Fortunately, he only let that side of himself speak when he was covered in red and blue spandex. "Thanks, Mr. Ditkovitch," he forced himself to say politely. 

Ursula, meanwhile, was still trying to get Peter's attention. "Hi, Pete," she giggled. 

And at that moment, the whatever-the-heck was in those grimy pots on the stovetop spilled over and caught fire. Ursula banged her spatula against the flames and squealed. 

And Peter just stared at the whole surreal scene as Ditkovitch slammed the door in his face. 

Deciding he'd had enough weirdness for one night, he trudged down the hall to his room. 

The room itself could be charitably described as "quaint"...or more accurately described as "butt-ugly". It was dingy, dark, and desolate, something Peter often mused was a reflection of how he himself usually felt. It was barely big enough for a small refrigerator, a single bed, a tiny desk, and a small sink, and the walls were so thin that he could even hear Ditkovitch's bad Russian folk music over the sound of the elevated train rumbling nearby. But on the bedside table were four things he held precious and dear, four things he made certain were always neat and clean and facing him. 

They were four small portrait frames. Uncle Ben was in one. 

Aunt May was in another. 

The last picture of the three of them taken together, a reminder of a life that seemed so long ago, was in the third. 

And in the fourth, the only spark of light in his dark and dreary present-day life, was MJ. 

Peter plopped down onto his bed, tossed his backpack aside, and gave a hard sigh as he turned to face the pictures. _Happy birthday,_ he sarcastically told himself before collapsing onto the pillow and fading off to sleep.

* * *

Contrary to what Peter sometimes wished, the sun did indeed come up the next morning, though far too early for his tastes. But he had a lot on his agenda today, not the least of which was meeting Harry Osborn so that they could pay a visit to Otto Octavius together. That meant he needed to get up and get moving. 

Unfortunately, there was only one bathroom in the boarding house. And likely there was already someone in it. You pretty much needed to stake out the bathroom as if you were a cop staking out a suspect in order to get time in the shower. Nevertheless, Peter gathered up his toiletries and headed down the hallway to try his luck. 

The door was closed. Peter gently rapped on it. "Hello?" 

Before anyone could answer, Ditkovitch breezed past him and walked into the empty bathroom as if Peter weren't even there. _Perfect. It's going to be one of those days. Of course, why I would even think to hope it would be different is beyond me..._

Just then, the door opened again. "Rent?" Ditkovitch asked. 

This time, it was Peter who closed the door in Ditkovitch's face.

* * *

Across town several hours later, after he'd been late for class again and late meeting Harry at OsCorp despite his best efforts, Peter was trailing a couple of steps behind Harry as the young heir flung open doors and breezed into the massive warehouse-turned-laboratory on the East River as if he owned the place. Which he didn't, but he _was_ funding the activities that went on here...specifically the molecular fusion research of Dr. Otto Octavius, who was at that moment deeply engrossed in the details of a crucial piece of nanocircuitry, focusing on it through a pair of polarized lenses with jeweler's loupes attached. 

"Nobel Prize, Otto," Harry called out in greeting as they strolled into the lab. "Nobel Prize. We'll all be rich!" 

Octavius jumped slightly, then put down the circuit and removed his glasses, forcing himself to return to the here and now. Time to make nice to the man with the money--even if he did think Osborn was the most ignorant human being on the planet. Heck, he'd talked to houseplants that were probably smarter than Osborn. But without OsCorp's money, Octavius' lifelong dream of building the world's first self-sustaining fusion reactor would never come true, so he had to do the right thing and put on a happy face. "It's not about the prizes, Harry," he remarked, crossing the room to shake Harry's hand. 

"But you need the money...and you need OsCorp," Harry commented, dishing out oily false charm so smoothly that Norman Osborn would likely have been proud...before he sneered that Harry wouldn't know a Nobel prize from a Noble Romans pizza, that is. He gave a gesture toward Peter. "Otto, this is that friend I was telling you about, the guy who got me through high school biology..." 

Peter stuck out his right hand and tried to keep his awe under control. "Peter Parker, sir." 

Octavius shook the young man's hand, impressed by the firm grip the boy had. These weren't some soft rich kid's hands, or some know-it-all college boy's like Octavius had been expecting--these were hands that clearly did manual labor, hands that quite likely frequently held more than just a ballpoint pen or a computer mouse. Strong, well-muscled--and slightly scarred, he noted as he spotted the small circle on the back of Peter's right hand. Osborn had made him sound like a science whiz, but what kind of scientific work would give him those kinds of muscles Octavius couldn't quite figure out--probably a chemist, maybe a physicist, definitely somebody who did a lot of hands-on work. In another time, he'd probably ask the young man about them. But right now, he was _far_ too busy, and the most important scientific demonstration in his life was less than 24 hours away... 

"I'm writing a paper on you...," Peter continued. 

"Yes, yes, I know why you're here," Octavius interrupted, a slight trace of a foreign accent--British, maybe, Peter noticed, definitely European--underlying the familiar New York-sounding fast, clipped words. "But I really don't have time to talk to students..." 

Harry cleared his throat. 

Octavius gave a resigned sigh. "But OsCorp _does_ pay the bills..." 

Harry beamed, once again proud of himself for being able to assert his authority over a situation despite his father's predictions that he'd never be taken seriously by anyone. "Well, my work here is done--got you two geniuses together--so I'll be taking off for a board meeting." He put on his Ray-Bans and bounded off toward the door, then turned around and pointed to Octavius in that stereotypical way that clueless CEOs often did when they wanted to look "cool". "Good luck at the demonstration, tomorrow, Otto. Nobel Prize! We'll all be rich!" 

Octavius waved dismissively. 

"See you in Sweden!" Harry shouted over his shoulder as he breezed out the same way he'd breezed in. 

Octavius and Peter both stood there for a moment, giving almost identical "what a dork" looks at the departing Harry Osborn. "Interesting friend you've got," Octavius finally commented. 

_You don't know the half of it,_ Peter thought, then returned his focus on the here and now. Octavius was a busy man, after all, and his already-late research paper wasn't getting done just standing here and babbling. "I won't take up much of your time, sir," he said, pulling his notebook out of his backpack and reaching for a pen. "I know you're a busy man..." 

"Parker," Octavius suddenly said, as if a thought he'd been searching for finally came into focus. "Now I remember. You're one of Conners' kids." 

Peter raised an eyebrow. Dr. Conners had actually spoken about him to a colleague the man clearly respected and admired? Wow. He wondered if it was in anything remotely resembling complimentary terms, or if it was one of those "I have the _worst_ student..." conversations that professors often shared with each other. 

"He tells me you're brilliant," Octavius responded to the unspoken question. 

_Well, that answers one question,_ Peter thought, allowing himself to smile. 

"He also tells me you're lazy," Octavius added, a hint of paternal disapproval in his tone. 

_...and that does, too._ Peter forced the smile to stay on his face. "I'm trying to do better..." 

"...as well you should," Octavius cut him off. "Intelligence is a privilege. A gift, to be used for the good of mankind." 

_He sounded almost like Uncle Ben there,_ Peter mused. In fact, Octavius himself looked like what Uncle Ben might have been like if he'd been a scientist instead of an electrician. Six feet tall, maybe more, a barrel-chested--and stomached--man with wild hair, terrible clothes, and an obvious devotion to what he did for a living. And what he did was pure science, all day long. It had been Peter's dream as a child to do what the legendary Otto Octavius did every day of his life. And right now, Peter had his idol's reasonably undivided attention--at least for a few minutes. Now to take advantage of that. He looked around the room for a way to start the conversation...and spotted it. "So," he said, gesturing at the area where lab assistants were maneuvering gigantic metal arcs into position and checking wiring and circuitry, "is that it?" 

"It is indeed," Octavius answered. "My life's work. The containment field to initiate molecular fusion." 

Peter approached it, letting scientific sense rather than spider-sense take center stage in his mind. "I understand you use harmonic frequencies to start the reaction." 

"Sympathetic frequencies," Octavius corrected. 

_Right, there's a difference,_ Peter reminded himself. "With harmonic resonance and amplification?" 

Octavius raised an eyebrow. Maybe Conners hadn't been exaggerating about this kid. "Go on." 

Peter put the pieces together, trying to remember what he'd learned in two years of semi-trying in college. "To create a molecular chain reaction and give rise to an exponential increase of energy..." 

"A _huge_ increase," Octavius noted. "Massive. Like the power of a perpetual sun in the palm of your hand." 

Peter smiled. Now that was an image he could definitely picture. Maybe if Octavius was teaching his classes, he'd make more of an effort not to be late. 

Octavius could see the lights going on in Peter's mind. It was something he hadn't realized how much he'd missed in the years since he'd left teaching. But then, if he'd had more students like this one, he'd have made more of an effort not to bore the rest of the lazy youths who'd all too often populated his classes during his tenure in academia. Maybe agreeing to this little meeting hadn't been a waste of his time after all.

* * *

"But are you sure you'll be able to control the reaction?" Peter asked, absolutely engrossed in Octavius' theories even as Octavius' wife cleared the lunch dishes from the table around them. 

"Peter," Octavius said with a smile, "what have we been talking about for the last hour and a half?" 

_Hour and a half?_ Wow. Time really did fly. Peter couldn't remember the last time he'd taken this much time out of his busy schedule to do nothing but talk science. Two years ago, it had been all he wanted out of life. How much things had changed. But it was nice to be able to step back into that world, at least for a bit, and when Rosalie Octavius had practically ordered the two of them to come upstairs from the lab and get something to eat, he hadn't hesitated for a moment to follow orders. 

Octavius looked him in the eye. Peter was every bit as brilliant as Conners had said he was, a quick thinker who'd not only kept up with the conversation but had even jumped ahead in some areas. It had been a real pleasure to meet a young person with this kind of mind for science. But the kid wasn't perfect--after all, he was expressing doubt about a moment Octavius had spent his whole life working toward. "This is my life's work. I certainly know the consequences of the slightest miscalculation." 

Peter nodded. Yeah, like he had any place doubting the accuracy of one of the greatest minds in nuclear physics living today. He needed to stop assuming that there was a disaster lurking around every corner. "I don't mean to sound like I'm questioning you," he said in an apologetic tone. 

Octavius laughed as he looked across the loft at his wife, who was returning with a pot of tea and a beautifully constructed fruit tart. "Rosie, our new friend thinks I'm going to blow up the city tomorrow." 

Rosie, a dark and exotically beautiful woman with a continental European accent similar to her husband's underneath her New York City-influenced speech, smiled indulgently and gave a sweet giggle as she put the tart on the table and began assembling sets of teacups and saucers. 

"You can sleep soundly tonight, young man," Octavius assured. 

_Well, that would be an improvement,_ Peter thought dryly. 

"Otto's done his homework," Rosie told Peter. 

_Yet another area where he's one-up on me,_ Peter's inner snarker responded. 

"Come to the demonstration tomorrow and you'll see," Rosie continued. Then she turned to Octavius. "And _you_ should try to sleep soundly tonight." 

Octavius waved dismissively. "Sleep. Bah. Did Edison sleep before he turned on the lights? Did Marconi sleep before he turned on the radio? Did Beethoven sleep before he wrote the fifth?" 

"Did Bernoulli sleep before he developed the curves of quickest descent?" Peter chimed in, thrilled to be surrounded by people who didn't think he was a complete dork for knowing these names. 

"Rosie, I _love_ this boy!" Octavius proclaimed, laughter in his voice. 

Rosie smiled. It was good to see her husband so engaged in something other than those machines he was constantly tinkering with. So few people knew this side of him. She wished more could see it. She knew Peter could. "So, tell us about yourself, Peter," she said, pouring him a cup of tea. "Do you have a girlfriend?" 

Peter got that question a lot. And he never knew quite how to answer it. "Uh..." He tried to think of an answer that didn't make him sound dumber than he already felt. "I...I'm not sure." 

Octavius looked at him oddly. "Shouldn't you be? I mean, who would know if not you?" 

Peter felt himself blushing. 

"Leave him alone, Otto," Rosie scolded. "Maybe it's a _secret_ love." 

Peter smiled. Finally, someone understood. 

"Love should never be a secret," Octavius replied. "If you keep something as complicated as love bottled up inside you...it'll make you sick." 

_Don't I know it,_ Peter mused. 

"I got lucky at love," Octavius continued, reaching across the table to take Rosie's hand and kiss it gently. 

"We both did," Rosie said, giving her husband's hand a squeeze. "But it's not easy. You have to work at it." She returned her attention to Peter. "I met him on the front steps of the library in college, and I _knew_ I had my work cut out for me. He was majoring in science, and I was majoring in English Literature." 

"Yes," Octavius agreed, laughing slightly. "I remember I was trying to explain Einstein's theory of relativity to her...and she was trying to explain T.S. Eliot to me." He laughed again. "You know, to this day I still don't understand Eliot." 

"Otto!" Rosie scolded. 

"It's true!" Octavius protested. "I never did get what he was trying to say. T.S. Eliot is harder than advanced science!" He looked at Peter conspiratorially. "But if you want to make a woman fall in love with you...feed her poetry." 

Peter looked intrigued. "Poetry?" 

"Poetry." Octavius kissed Rosie's hand once more. "Works every time." 

Peter nodded. This day definitely hadn't been a waste of time. Amazing what you could learn while talking pure science. _Poetry..._

* * *

As night fell on the city, Peter was sitting in a hard chair, practically alone in the corner Laundromat, deeply engrossed in Longfellow's _The Song Of Hiawatha_ as the rhythm of run-down washers and dryers hummed around him. "...and her hair was like the sunshine," he whispered aloud, trying to wrap his mouth around words that weren't scientific equations, edgy sarcasm, or excuses. "Day by day he gazed upon her, day by day he sighed with passion..." 

The washer buzzed. 

Peter put the book down atop a stack of other books of poetry by Shakespeare and Dickinson that he'd checked out of the campus library, then picked up his battered and torn laundry bag and went to collect his clothes from the machine. Dryers were kind of expensive, and one particular piece of clothing in his laundry pile didn't do well in heat anyway, so he prepared to do his usual routine of gathering the wet clothes and taking them back to his apartment to drip dry. He reached into the washer. 

The first item his hand found was his costume. It looked eerie, like some headless alien being. He looked around to make sure no one was watching, then stuffed it into the bag and reached for the rest of his clothes. 

And only then did he realize that he'd been so distracted by the notion of feeding poetry to Mary Jane that he'd inadvertently tossed the costume in with the white clothes instead of the colored ones, leaving his white clothes covered in red and blue faded dye stains. 

_Terrific_, he mentally lamented. _Wonder if Superman ever has days like this?_

Then he decided he didn't have time to lament, because he had just over an hour until the curtain went up on MJ's play at 8:00. And he'd promised to be there. And she'd told him not to disappoint her. 

And he was determined not to.

* * *

  
_You tried so hard to be someone that you forgot who you are..._  
_You tried to fill some emptiness 'til all you had spilled over._  
_Now everything's so far away that you don't know where you are, you are..._

* * *

Never did the lyrics of a song on the radio seem so appropriate to Peter as he stripped out of his student wardrobe and hurried to freshen up for his theatre date. He pushed open the curtain covering the shower rod Ditkovitch had hung on the wall as a poor excuse for a closet and stood there studying the contents, trying to decide what to wear. 

Of course, there were really only two choices. One was his Spider-Man suit. The other was his one and only dress suit, a rumpled old blue thing that had definitely seen better days.

* * *

  
_When all that you wanted_  
_And all that you had don't seem so much_  
_For you to hold on to..._  
_For you to hold on to..._  
_For you to belong to..._

* * *

Moments later, he was tightening his tie and adjusting the collar of his colonial blue dress shirt and shrugging his way into his suitcoat. He gave himself one last look in the mirror, then looked at the black-and-white proof strip of head shots MJ had given him a while back. 

She was playing "see no evil/hear no evil/speak no evil" with the camera. It never failed to make him smile. 

He took the ticket for her show, _The Importance Of Being Earnest_, off the edge of the mirror where he'd secured it so he'd be forced to see it every time he looked at himself...not his favorite task, but a necessity to make sure his outer wardrobe was at least reasonably publicly presentable. Then he grabbed his helmet and walked out the door. 

"Rent!" 

Peter bounded down the stairs before Ditkovitch could corner him yet again. 

Ditkovitch hurried out of the bathroom, his pants still around his ankles, but Peter was long gone. "Where's my money?" he bellowed angrily. Then he looked around. 

Standing in the doorway of his own apartment was Ursula, looking horrified at the sight of her father standing anywhere people might be able to see him without any real clothes on. 

The two of them babbled in Russian at each other for a moment, then each retreated and slammed their respective doors.

* * *

  
_When it's hard to be yourself it's not to be someone else,_  
_Still everything's so far away that you forget where you are, you are..._

* * *

As ushers took tickets for MJ's show, the star herself primped backstage, applying a little bit of extra lip gloss and rouge. 

"You seem jittery tonight," her costar Louise observed. 

MJ smiled nervously. "You never know who might be in the audience." 

Louise perked up. MJ's boyfriend--or the guy she called "just a friend"--had been here enough times that she shouldn't be nervous about that. Maybe somebody _really_ important was coming.

* * *

  
_When all that you wanted_  
_And all that you had don't seem so much_  
_For you to hold on to..._  
_For you to hold on to..._

* * *

Outside his apartment, Peter selected a bouquet of carnations from a bucket marked "$3 a bunch" and paid the florist, then turned to go. 

The florist tapped him on the shoulder. 

Peter turned back. 

The florist snatched the bundle from his hand, then handed him three measly flowers. 

Peter sighed. Oh, well. Maybe it would be the thought that counted. Maybe she'd be so happy to see him that it might not matter what he brought with him. 

And maybe he'd better hope she liked poetry. 

He strapped the carnations to the back of his moped and rode off toward the theatre.

* * *

  
_Hold on..._  
_Hold on..._  
_Hold on..._  
_Hold on..._

* * *

"Five minutes, ladies," the stage manager told MJ and Louise as he poked his head in the ladies' dressing room. "Five minutes." 

MJ looked herself over in the mirror once more, then gathered herself. Hopefully Peter liked Oscar Wilde at least as much as he liked looking at her. 

Hopefully he'd at least show up to look at her.

* * *

  
_Hold on..._  
_Hold on..._  
_Hold on..._  
_Hold on..._

* * *

Peter was still trying to remember the lines of the poetry he'd read earlier when his spider-sense suddenly screamed for him to _get out of the way now!_

No time to swerve, he pushed off the footrests of his bike and sprang into the air, did a triple backflip over a dark green Lincoln Continental convertible that ran over his bike and two police cars trailing the car that continued the demo job on the moped, and landed on the street in a perfect asana, legs stretched long and body low and balanced on his left fingertips. If he'd been masked and costumed, it would have made a great photo for the _Bugle_. 

"Whoa! How'd you do that?" 

Peter looked around, then realized what the two kids on the corner were staring at--a geeky-looking guy in a motorcycle helmet and a suit standing in the middle of the street and striking a yoga pose, not a masked superhero. He stood up again and thought fast. "Uh...you know, work out, get plenty of rest...eat your green vegetables..." 

"That's what my mom always says!" one of the boys replied. "I just never believed her!" 

Peter smiled, then looked at the carnage of his demolished bike...and the crushed and mangled flowers. His eyes narrowed with anger as he saw the chase continuing down the street. _You, my friends, are about to pay for this._

Paying no heed to the time, he raced off for a nearby alley.

* * *

The criminals who'd stolen the convertible as a getaway car for their bank heist were oblivious to the pedestrians and motorcyclists they were endangering on their rampage through the streets, and one of them kept firing shotgun blasts at the pursuing police cars while the other drove along madly, banging into cars and speeding through intersections. 

As the police tried to follow, they too had to swerve to avoid traffic. Only they weren't quite as good at it, ending up in a snarl of wrecked cars and overturned street vendor carts. 

One police cruiser, unable to stop in time, tried to swerve to avoid the snarled traffic and ended up rolling up and over wreckage and sailing through the air. 

Pedestrians who saw the car coming toward them tried to run. Others, knowing there was no way to escape in time, ducked behind things. 

And then, suddenly, the car stopped flying toward them. 

Slowly, everyone emerged from their hiding places and looked curiously at the car, which was now suspended in mid-air, supported by glistening silky strands that held onto the cruiser like a butterfly in a net. "It's a web," someone whispered, giving voice to the same incredulous thought that was spreading throughout the crowd. 

And then, overhead, another glistening strand connected with a building as a familiar streak of red and blue whipped around the corner to join the chase. 

"Go, Spidey, go!" one bystander shouted. 

People on the streets erupted in cheers as Spider-Man practically flew through the night, slinging webs left and right, contorting himself to slip between the tractor and trailer portions of a speeding semi, and chasing after his quarry. J. Jonah Jameson may have tried to turn New York against Spider-Man, but he had a _long_ way to go to even hope to succeed.

* * *

The escaping criminals who thought they'd ditched their last pursuers suddenly realized they were being pursued by a much tougher foe. As the driver pulled out his own gun to join in the defense, the trigger-happy passenger fired off more rounds at the rapidly-moving superhero overhead. 

Spider-Man wasn't sure which pissed him off more--the fact that these guys were recklessly endangering everybody in their path, or the fact that he was late for MJ's show. Either way, he wasn't in the mood to play games. He swooped down and spun two quick web balls--projectiles he'd learned to make by cupping his hand and letting the webbing roll into a sphere, then using the last bit of web projection to fire the ball harder than the fastest Randy Johnson fastball into his opponent, delivering a powerful but non-lethal blow--and knocked each man's aim awry as he landed on the trunk of their car. 

Then he shot two webs and yanked the guns out of their hands before they could re-aim. 

Then he shot a web into each one of them, connected the two ends, and pulled hard. 

The two men flew out of their seats and into the air, falling neatly on either side of a lamp post as the webbing held them suspended on the arm of the street light, flailing helplessly above the streets. 

Now Spider-Man had to do something about the car. He smiled under the mask as he figured out a plan of action.

* * *

"I am more content with what Mr. Montcrieff said," Cecily Cardew--or rather, Mary Jane Watson--was saying to Gwendolen Fairfax as Act Three of _The Importance Of Being Earnest_ got underway. "His voice alone inspires one with absolute credulity." As she finished her lines, she made eye contact with the audience. 

The theatre, as usual, was sold out. But there was one empty seat in the crowd. And in her heart of hearts, she knew exactly who was supposed to be sitting in that seat. 

"Then you think we should forgive them?" her co-star Louise, playing Gwendolen, asked. 

Never had a line from a play about mistaken and concealed identities seemed so appropriate for the real-life conflict playing through MJ's emotions at this moment. "Yes." Cecily gave a sigh. "I mean, no."

* * *

As MJ-as-Cecily was lamenting her situation onstage, a beat-up dark green Lincoln Continental convertible with Peter Parker at the wheel screeched to a stop in front of the Lyric Theatre. Peter hurriedly climbed out, grabbed his suit jacket, and headed for the main entrance. 

"Hey, chief!" a uniformed police officer called. "Hey! You leave that thing there and I'll have it towed!" 

Peter rolled his eyes and shrugged his way into his jacket. "Whatever," he muttered as he headed into the lobby. 

The policeman threw up his hands. _Irresponsible jerk,_ he thought as he pulled out his radio to call for a tow truck.

* * *

The usher standing in front of the auditorium doors raised an eyebrow at the disheveled young man hurrying toward him. "Shoelace," he said, pointing to Peter's feet. 

Peter looked down. He'd been in such a hurry to change and rush to the theatre that he hadn't bothered checking every aspect of his appearance, but he knew that wasn't exactly the best way to make a good impression on MJ. He smiled his thanks to the usher and bent down to tie his shoes, then once more hurried toward the auditorium. 

"You might want to..." The usher pantomimed straightening his tie. 

Oh, boy, he _was_ a mess. Peter straightened his tie and smoothed his jacket, gave himself a quick once-over, and once more headed for the doors. 

"Can I help you?" the usher said, stepping straight into his path. 

Peter looked confused. Wasn't it obvious? How could this guy _not_ know--after all, he'd already critiqued Peter's wardrobe, so it wasn't like he wouldn't have been able to figure out why Peter would be dressed this way, right? He pulled his ticket, as rumpled and wrinkled as he was, out of his pocket. "I'm here to see the show." 

The usher smiled the most insincere smile Peter had seen this side of Norman Osborn. "I'm sorry, sir," the man told him as he pointed to a plaque on the auditorium door, "no one is to be admitted once the performance has started. It helps maintain the illusion." 

Oh, brother. He could take out two thugs with guns in less than a minute but was being stopped in his tracks by a snooty theatre usher? This sucked. "Um...Miss Watson...she's a friend of mine. She asked me to come..." 

"...but not to come late," the usher interrupted haughtily. 

Well, that was true enough. But still, for once, couldn't he catch even _one_ small break? "I have to see this show," he pleaded. "Look, if you'll just let me in, I'll stand in the back...no one will even notice..." 

"Sh-h-h," the usher said, pointing to another sign that read "Quiet Please During The Performance". 

Peter felt his entire body slump once more. No matter how hard he tried, his other life _always_ got in the way. _Always._

Dejected, he trudged out of the theatre.

* * *

As a still-depressed and still-frustrated Peter sat on the concrete steps of a brownstone across from the theatre a half-hour later, he tried like mad to figure out what he could possibly say to MJ to explain this whole mess. He'd tried to get there, he really did, but once more, great power came with great responsibility, and he'd been pulled away _again_ from the thing he wanted the most--just a few precious moments in the presence of his beloved Mary Jane Watson. _I'm not asking for a lot, am I?_ he mentally complained. _Just something that everybody else in the world seems to have--a life. I mean, that's really not asking too much, is it? Can't I get away from Spider-Man's life for even a little while?_

As he bemoaned his fate, an Asian street musician finished playing her last violin solo, took a bow to the non-existent audience, then began to pluck out an all-too-familiar staccato tune. 

_No,_ Peter thought, _tell me she's not going to do it..._

"Spider-Man, Spider-Man, does whatever a spider can..." 

Peter cringed. Not only was that novelty tune that had become the favorite of street musicians and silly DJs over the last two years the absolute _last_ thing he wanted to hear at that very moment, but the woman serenading him was a _really_ bad singer. _Where's Simon Cowell when you need him?_ He desperately hoped the show would let out soon... 

...and then saw that it was, _finally_. He stood up, looking at the crowd, hoping MJ would be among them, wondering if anyone would notice him scaling a light pole to get a better view, trying to figure out where the stage door was... 

Seconds later, he spotted it...and the most beautiful woman in the world coming out of it. She had stopped on the sidewalk and was now looking around, as if she too were trying to find someone. 

Another woman came out the stage door and tapped MJ on the shoulder. The two exchanged a quick conversation; Peter caught snippets of "Are you sure you don't want to go out tonight?" and a dejected-sounding reply from MJ of "Yeah, I'm fine, have a good time." The fact that she hadn't walked away and still appeared to be looking around, as if she were expecting someone, gave Peter hope. Maybe she _was_ waiting for him. Maybe she hadn't noticed that he wasn't in the audience. Maybe there was still hope for him to have a moment of uninterrupted peace with his lady love... 

"Excuse me, miss, can I have your autograph?" 

MJ turned around at the sound of the male voice behind her. "Oh, my God!" she squealed with joy, throwing her arms around the man. 

Peter would have given his right arm if it had been _him_ she was embracing, but it wasn't. It was instead someone she apparently knew _very_ well, because just as she'd started to ask what he was doing there, the guy had pulled her into a liplock that both of them were clearly enjoying. And all he could do was stand there across the street and watch as his hopes for a moment of relief from this otherwise horrific night were smashed just like his moped had been. 

And then the sounds of sirens filled his ears. 

And three police cars sped past him, followed by an ambulance. 

And he knew this was really the only way he could realistically have expected for this whole experience to end, because it wasn't like the universe was planning to cut him a break any time soon. He sighed, then turned and headed for a nearby alley. 

He missed MJ giving a glance over the shoulder of her stage-door boyfriend as they walked away arm-in-arm, as if she were still trying to find someone she'd been hoping would be there for her.

* * *

As the police chase continued just barely within earshot, Peter was sprinting down the alley at nearly full-speed, tossing aside pieces of clothing, pulling on gloves, tugging his mask into place, and finally leaping into the air as Spider-Man joined in the hunt. Not that it really mattered what the hunt was. It never really seemed to matter. Eventually, after he'd swung a few seconds to get an overhead view of the situation, everything would fall into place, and soon he'd catch up to the bad guys, stop their nefarious plans, and once more emerge the hero everywhere except the pages of the _Daily Bugle_. Not that things would ever fall into place that easily for Peter Parker. As he often did while swinging his way through the canyons of skyscrapers, he mentally replayed the events of the evening thus far and lamented about how once again, being superhuman didn't make being human any easier and that maybe he'd be better off without these stupid powers... 

...and then, suddenly, he realized he didn't feel any webbing coming out of his right webshooter. Unfortunately, he realized this just as he'd let go of the web in his left hand at the top of his arc swing. He desperately reached back for it, but the line had floated away on the wind, and now he was in freefall, with nothing below him but a 10-story building. 

He screamed in terror as he fell, finally landing with a crash atop the external ductwork of the building below. The ductwork dented like a tin can. And Spider-Man realized that his whole body ached a little more than usual after such a landing. 

_Ow. Ow. Ow._ He struggled to sit up, then pulled his mask off and shook his head to clear it. "What was _that_?" he muttered, then looked at his right glove, trying to make sure there was nothing blocking the buttonhole slit from which his webbing emerged. 

Nothing. The costume looked fine. 

He pulled on the glove to make sure the slit opened cleanly. Still fine. 

He flicked his right wrist to shoot a web...and nothing came out. 

He flicked his left wrist to shoot a web...with the same results. Nothing, not even a thread. "Huh," he said, half-confused and half-resigned, as if it would be just his luck to have some freaky power problem as just another element of this awful day. He sprang to his feet and headed for the ledge to climb down the wall... 

...and suddenly got _very_ dizzy. It took him a second to realize he was having vertigo, something he hadn't experienced in two years. He stepped back from the ledge carefully, looking around in confusion, trying to calm the rising panic inside himself. _Great. Now, not only do I not have webs, but I'm scared of heights? Can this day get any worse?_

Then he realized what he'd have to do to get off this rooftop. _Yes, it can. Oh, yes, of course it can._

* * *

Manhattanites prided themselves on being some of the most jaded people on the planet. There was almost nothing they hadn't seen, encountered, or otherwise experienced as a part of life in one of the world's largest cities. So it came as quite a surprise to one 9th floor apartment resident who was getting ready to take his basset hound on the elevator and down to the street for a walk to have the down elevator door open in front of him... 

...revealing a guy in a Spider-Man suit standing in there already. And it wasn't even Halloween. 

Still, though, this _was_ Manhattan, and pretty much anything was possible. For all he knew, the guy could be a delivery boy for some weird pizza place. He shrugged, then urged his dog forward and the two of them stepped into the elevator. The button for the ground floor had already been pushed, so he settled into position and waited for the journey to continue. 

The doors slid shut, and the elevator once more descended. 

"Cool Spidey suit," the man with the dog commented. 

"Thanks," Spider-Man replied, sounding embarrassed. 

"Where'd you get it?" 

He'd have sworn the guy underneath the mask was probably blushing. "Um...I made it." 

Maybe a tension-breaker would help the guy relax. "Looks uncomfortable." 

Spider-Man shrugged. "It gets kind of itchy." 

The man with the dog chuckled. 

For a moment, neither one spoke. Then Spider-Man seemed a little more comfortable opening up to his car-mate. "And it rides up in the crotch sometimes." 

Now _that_ was really more than any man really needed to know about another man's clothes. The guy with the dog discreetly pushed the button for the nearest floor, deciding he'd _really_ rather take the stairs.

* * *

It took Peter almost an hour to get back to his clothes, get dressed, and locate and gather up all the pieces of his demolished moped. What a day. What a completely rotten, horrible, miserable day. This would be one day where he might actually be happy to see the sun come up tomorrow, because it meant this day would be far behind him. 

He trudged down the sidewalk, dragging the moped behind him, past a wall plastered with Emma Rose Parfumery ads as MJ's hauntingly beautiful blue eyes seemed to glare disapprovingly at him the whole way home.

* * *

The next morning, after finishing up an 8:00 AM class he had--as usual--been late arriving to, Peter worked up enough courage to try apologizing to MJ. Not that he'd worked up the courage to actually do it in person, of course, but he had worked up enough fortitude to dig 50 cents out of his pocket to deposit in a pay phone. He dropped in the coins and dialed MJ's number. 

"Hi, it's me, sing your song at the beep," MJ's answering machine answered. 

Peter almost felt relieved. At least machines couldn't talk back to him. "Hi, MJ. It's Peter."

* * *

MJ heard the phone ringing in the hallway as she fumbled through her purse for her apartment key, trying not to drop the bag of groceries she'd just picked up at the market, and just as she got inside, the machine picked up the call. But as she listened to the caller on the other end of the line babbling awkwardly, she decided that maybe it was just as well that she'd missed picking up the phone. She tossed her keys onto the kitchen table and started unpacking her groceries, fascinated to hear what excuse he was going to come up with this time.

* * *

"I really was planning to be there all day," Peter continued, making small talk with the machine while he tried to figure out how to explain last night's absence. He'd certainly had enough practice making excuses over the past two years that he thought he should be better at it than he was, but here he was trying to come up with one that might be at least a little believable. "It's funny how complicated something like being some place at 8:00 can get. And I know you predicted I'd disappoint you..."

* * *

"Bingo," MJ retorted to the machine, knowing he couldn't hear her. And to think she'd been so sure he'd show up. And that she'd looked for him after the show. _And_ that she'd been thinking about him even as her boyfriend took her to the nicest restaurant in town for dinner afterward. She felt like the stupidest human being on the planet sometimes.

* * *

He felt like the stupidest human being on the planet sometimes, especially in situations like this. Maybe this hadn't been such a good idea after all. "Are you there?" he asked the machine.

* * *

She was, of course, but she wasn't going to give him the satisfaction of knowing that. Of all the nerve. Part of her thought that she really should pick up the phone and chew him out, but another part of her thought that he had made her so miserable that she wanted to hear him grovel a little more. Yes, it was selfish, but it was about time Peter started thinking about how his behavior impacted other people for a change.

* * *

He let out a sigh when she didn't pick up the phone. "I wanted to be there, MJ. I really did. And I tried. I really did." He thought about it some more. "And actually, there was this one obnoxious usher who wouldn't let me in."

* * *

MJ turned to face the machine. An _usher_? Was this the depths to which he'd stooped, to blame an _usher_ for him not being able to be anywhere on time? Peter had come up with some whoppers before, but this one...oh, brother. At one point a couple of years ago, she'd actually been convinced he was Spider-Man, but surely a superhero would be able to come up with better excuses than this. Heck, she'd take "I had an accident washing my tights" over this garbage.

* * *

Peter was starting to get into the rhythm of this excuse, lame though it was. Maybe he'd actually be able to say the right words in the next couple of sentences. "Somebody _really_ needs to say something to that usher, because I was..." 

#click# 

"Please deposit 50 cents for the next three minutes," the pre-recorded operator's voice interjected on the line. 

Peter couldn't believe it. Of all the rotten luck...

* * *

MJ stood and waited. Was she important enough to him for him to spend 50 cents more, even if he did think he was just talking to an answering machine? How much did he value their friendship? How much did he value _her_?

* * *

Peter frantically searched his pockets for change, but was coming up with nothing but lint. He couldn't believe it. He just knew that she'd play back this message and be really pissed off that he couldn't manage to scrounge up two more quarters to finish telling her he was sorry, even if this was one of the lamest excuses he'd ever managed to concoct. This sucked. This truly sucked. 

Furious, he smacked the switchhook to cut off the connection.

* * *

MJ heard the line go dead and threw her hands in the air. _Typical. So typical._

* * *

Peter stood there with the receiver in his hand, trying to resist the temptation to crush it into so much dust and wire fragments. There was only so much abuse one man could take before something had to give. He couldn't keep this charade up much longer. "Why can't I just tell you the truth?" he said in a hushed moan, knowing full well there was no way he could. 

But that didn't mean he couldn't practice doing it. 

He put the receiver back up to his ear, fully aware that he was now just talking to dead air. "O.K., here it is," he said quietly to nobody in particular. "I'm Spider-Man." He chuckled. "Weird, huh? Now you know why we can never be together. If..." He tried to think of the right words to explain it. "If my enemies ever found out about you...they'd use you to get to me. And I could not live with myself if anything ever happened to you. So in order for you to remain safe..." He swallowed the emotions to force himself to say the words. "...we have to remain apart forever. And I wish I could _actually_ tell you that." 

Funny, he always thought making that confession would make him feel better. Instead, he felt ten times worse. Maybe it would have been different talking to a real person. Or maybe he was just fooling himself. It wouldn't be the first time. 

He hung up the phone and trudged away, more dejected than ever. He thought about taking a swing through the city to clear his head, but something about the weirdness of last night's web outage was enough to encourage him to find some other way to pass the time before he had to be at Octavius' lab for the demonstration. Maybe a nap would help. That is, if he could manage to get past Ditkovitch and his never-ending rent demands... 

Maybe he'd better work on his paper instead, he decided, and headed off to the library.

* * *

A few hours later, Peter ran down the steps at Otto Octavius' East River lab to hurriedly get into position to watch the demonstration. He'd brought his camera to not only record the event for posterity, but also for a chance to get on the positive side of his debt ledger at the _Bugle_, because these would be actual news photos he was taking. Not to mention that a picture of the world's first successful molecular fusion generator in action might earn extra credit on his already-late paper for Dr. Conners. He made his way to the front of the large group of onlookers and stood next to Harry Osborn, greeting him with a tense smile and a tightly nodded _hello_. 

Harry gave him that same _late again?_ look he always gave Peter whenever Peter would be tardy for some occasion, then put on the forced happy smile he'd been wearing all day. This was it, the biggest OsCorp-sponsored research project ever, a chance to be in on the ground floor of a discovery that could make billions of dollars for everyone involved. Harry had invested most of his time, energy, and trust fund into this work over the past year, trying desperately to rebuild his father's company's tarnished reputation and sagging stock prices, and now all of that hard work was about to pay off. That is, if Octavius wasn't just another quack snake-oil salesman, as his father described most of the researchers who'd come through OsCorp over the years. 

Octavius, dressed in a grey smock with the Otto Octavius Research logo on its left breast pocket--two "O"s, placed side by side, resembling the infinity symbol, representing the infinite possibilities of science--looked more than a little nervous. Understandably so, since he'd spent most of his adult life working toward this moment, spent years trying to convince someone to invest in his ideas, spent months working on building and perfecting his demonstration environment once he'd finally found someone who would. He clutched Rosie's hand for support, then gathered himself and stepped before the group. "Good afternoon, everyone," he greeted. "My wife Rosie and I would like to thank you all for coming to this afternoon's demonstration of a brand new renewable energy source. Before we get started, though, I just wanted to ask...did anyone here lose a large roll of twenty-dollar bills wrapped in a rubber band?" He paused for comic effect. "Because we found the rubber band." 

The financial types in the crowd chuckled politely. The scientific types laughed a little harder. Harry was in the former group, and Peter in the latter. 

Octavius let out a light chuckle at his own expense. "Terrible joke," he admitted. "Seriously, thank you all for coming out today to witness what I hope you will find a truly remarkable scientific achievement...the first self-sustaining molecular fusion reactor. A solution to the world's energy needs for today, tomorrow, and for all time. The ability to create cheap, abundant, clean electricity, all from a single molecular reaction." He smiled and paused once more to let that impression sink in. "Now, I'd like to introduce my assistants in this demonstration." 

With that, he whipped away a large canvas dropcloth to unveil a heavy back-brace-sized harness belt...and four armored metal appendages that were mounted along it. 

Everyone in the room gasped, Peter included. Octavius hadn't mentioned _this_ aspect of his experiment during their hour-and-a-half chat. 

"These," Octavius continued, "are four mechanical arms that will attach to my body and connect directly to my spine. They are my own inventions, built specifically to facilitate the creation of successful molecular fusion. They are designed to function as if they were my own hands, but able to work in an environment no human hands could ever enter." He pulled off his grey lab smock and stepped onto the platform that the harness was mounted upon, then tapped some buttons on a nearby keyboard that his lab assistant had helpfully pushed within his reach. 

The harness fastened itself around his waist and locked into place. 

He tapped another set of commands. 

A metallic spinal column--really, there was no other way to describe it--raised up as if it were a serpent and pressed itself onto Octavius' spine, and a light at the top of the column lit up like a star on a Christmas tree. 

Octavius tapped another command. This was the part that usually made everybody cringe, himself included. 

Tiny pins attached to each side of the metal spine raised themselves up slightly, then drove directly into Octavius' flesh. 

Octavius gritted his teeth. 

Everyone cringed and drew back. 

Octavius pushed past the pain and concentrated hard, extending his arms outward and upward as if he were conducting a grand orchestra. 

The metal arms quivered, then slowly raised upward, giving him the look of a man with eight limbs. _Doctor Octopus,_ Peter's sarcastic self couldn't resist noting. _Bet he got called that a lot as a kid. Sucks when you have a name that's easily contorted into a taunt like that--I spent way too many years being known as "Puny Parker" not to have some sympathy for a guy with a name like "Otto Octavius"._

The pincers--a mild term for what looked like three articulated alien claws, each about a foot long--on the end of each arm opened up, and a bright red LED in the middle of each one lit up like Rudolph The Red-Nosed Reindeer. It was then that most of the onlookers noticed that on the display screen across the room, there were four web-cam-quality views of the crowd, each one slightly different, changing as the arms moved ever so slightly. 

"These four arms are connected to my brain by nanowires that run directly into my spinal cord," Octavius continued, more confident now that he'd been able to wow the group with at least one part of his demonstration. "They are impervious to heat and magnetism. Their eyes enable me to see my experiments from every angle, even when it happens on the opposite side from me. They are programmed with advanced artificial intelligence to function independently as necessary, yet respond to my every mental command." 

"Dr. Octavius," one female reporter asked, "if these arms have their own intelligence and can function independently, aren't you afraid they might someday overrule you?" 

"How right you are," Octavius smiled, amused that someone would think that he hadn't already considered this possibility. "Which is why I've inserted an inhibitor chip..." He pointed to the back of his head and angled one of the arms to show off the tiny blue light at the top of the metal spine. "...so that their inputs cannot override my higher intelligence. I can use their inputs to make decisions, but ultimately all actions are controlled by me." He stepped off the platform. "And now, on to the main event. Give me the blue light, Rosie." 

Rosalie Octavius depressed a switch on a control panel on the wall. 

A blue spotlight illuminated the apparatus Peter had seen being assembled yesterday--four arched girders with lasers mounted on their tops and bottoms, mounted on a circular metallic platform grate, with a pool of water underneath the platform to provide what Peter supposed was ambient cooling to the reaction that would grow as hot as a small sun at its peak. The apparatus powered up, creating a circular magnetic containment field between the girders. 

Octavius stepped over to the platform, his metal appendages still stretched wide. As three of the arms positioned themselves on either side and over the top of the containment field, a fourth retracted its pincers to allow two small tweezer-like fingers to extend from its center, reaching for a tiny sphere contained in a lead case that opened upon another computer command from Octavius' keyboard. "Precious tritium is the fuel that makes this experiment go," he explained. "One tiny drop is all I need. Good thing, too, as there's only 25 pounds of it in the whole world." He gritted his teeth as he remembered that he needed to do a little sponsor advertising before he went any further. "I'd like to thank Harry Osborn and OsCorp Industries for providing it." 

"Happy to pay the bills, Otto," Harry responded, trying to sound oh-so-hip and cool, oblivious to the fact that he was threatening to upstage Octavius' biggest scientific triumph ever. 

Octavius' metal arm with the tweezer tip suspended the drop of tritium, glimmering gold within in a glass protective sphere, in the middle of the magnetic field. 

It floated there, looking like a benign marble. 

Rosie, giving the proudest and most supportive smile she could muster through her nervousness, handed Otto a pair of smoked glass welder's goggles. 

Octavius accepted them and gave her a loving smile, then put them on and glanced over his shoulder at the onlookers. "Ladies and gentlemen," he announced, "fasten your seatbelts." 

Four taps on the keyboard later, eight lasers came to life and shot their beams straight into the tritium. 

The tritium spun rapidly as the combination of intense power and magnetic energy bombarded it, then began to swell in size and glow brightly. 

A moment later, a beach ball-sized sun burst into life. 

"Doctor," Octavius' chief assistant announced, "we have a successful fusion reaction." 

Rosie burst into applause. 

The onlookers did the same. 

Octavius beamed, proudly nodding his thanks to the gathered group. 

One of the OsCorp investors patted Harry on the back. "This is a scientific discovery far beyond anything your father could ever have dreamed of," he told the younger Osborn. 

_At last, something I did better than he ever could,_ Harry thought. "Thank you," he told the older man, a smile of genuine gratitude on his face for the first time all day. 

"We're generating a thousand megawatts of surplus electricity," an assistant announced. 

_A gigawatt,_ Peter mentally corrected, then reminded himself that probably half of the people gathered here wouldn't know a gigawatt from a gigapet, so he kept his mouth shut. 

Just like a real sun, some minor flares erupted from the reaction's surface. 

The metal arms reached into the containment field and pushed the flares down, keeping the reaction contained in a tight sphere. There was a small amount of size change, but nothing unexpected; the real sun expanded and contracted, too, as part of its own internal self-sustaining fusion reaction. Octavius was thrilled beyond his wildest dreams and imaginings of what this day would be like. "The power of the sun...," he whispered, "...in the palm of my hand." 

Everything seemed to be going perfectly. Octavius was happy. Rosie was happy. Harry was happy. Everybody was happy. So why, Peter wondered, was his spider-sense sending signals for him to _look down_? 

And then he saw it. A paper clip that had fallen off a reporter's notebook was slowly but surely sliding along the floor, attracted toward the demonstration area. 

Peter frowned. Yes, the apparatus had a magnetic field as part of its containment mechanism, but that magnetic field was supposed to be circular and closed, holding the fusion reactor in place. Additional magnetism could only be coming from the reaction itself...and that meant that the reaction was growing beyond what Octavius had described yesterday... 

Then the spider-sense warnings got louder and ordered him to _look up_. 

Overhead, the light fixtures were beginning to sway and turn toward the reaction, which had swelled dramatically in size. 

Octavius frowned. All the computer simulations he'd tested in preparation for this moment had never done _this_ before. He tapped some keys to step up the power on the containment field. 

The mini-sun expanded noticeably in response. And now, metal objects on the onlookers--keys, purses, cheap jewelry, Peter's camera--were beginning to be drawn toward the sphere's ever-growing magnetic field, which Octavius' metal arms were struggling to keep in check. 

"Stay calm," Octavius called over the din of uncertain voices around them, gesturing for quiet with his human left hand--which had its steel-banded watch sucked off it into the magnetic vortex as he did. "It's just a spike--it'll soon stabilize." 

Rosie slowly backed away from the apparatus. In all the years they'd been married, Rosie had _never_ seen Otto in a situation where he wasn't in complete control of everything around him...until now. 

Seeing Rosie back away, combined with his surging spider-sense warnings, told Peter that the situation was becoming dire. He tried to slip away unnoticed. 

Harry looked confused. This whole thing was falling apart around him--what should he do? He turned to the one person who'd always been there to give him scientific advice... 

...and found him gone. 

"Clear the room, everyone," one of the lab assistants was urging over the increasingly fearful rumbles of the gathered observers. 

Harry shrugged and decided that he'd probably just missed the first warning to get clear. But if this experiment failed, it could cost him millions. "Otto..." 

Another of the lab assistants was also trying to get Octavius' attention, this time for a situation far more important than the loss of money. "We have a containment breach!" he shouted as the readings on his screen surged into the red. 

"_What_?" Octavius looked stunned. This had _certainly_ never happened in any of the tests. The magnetic field had always held--what could possibly have caused this kind of failure? Surely he couldn't have miscalculated this badly, could he? 

But before he could ramp up the containment field to mitigate the breach, a solar flare shot up and over one of the arms, looping around the sphere, creating a wave of magnetism that started peeling sheet metal off the building's walls. 

"Otto!" Rosie cried out, rushing toward him. 

A piece of metal debris knocked some of the concrete structure loose, dropping it between the Octaviuses. 

Rosie screamed and jumped back. 

Harry was flabbergasted. Buildings being destroyed...millions of dollars all going to Hell..."Shut it down, Otto!" he shouted. 

"No!" Octavius snapped. "It's just a spike! It's under control!" 

"I am in charge here!" Harry stamped his foot like a toddler having a tantrum. "It's my money! And I am _ordering_ you to..." 

Then, suddenly, something slammed into his chest, wrapped around his waist, and swept him off the floor and out of the lab before lightly placing him on the floor in the antechamber. It took a moment before he realized what it was. 

It was a red and blue package of anti-Osborn force personified. And it had just touched him, manhandled him as if he were just a bag of refuse. 

Harry started to push the demonic figure away when he saw why he'd been grabbed--a huge computer from across the room had been pulled by the magnetic force right through the spot where he'd been standing mere seconds ago. He looked disgusted at the notion that he'd actually have to _thank_ the bug for saving his life. "This doesn't change anything," he snapped. 

Spider-Man just stared at Harry. Even when he did the right thing, he couldn't catch a break lately. _Whatever,_ he thought, then turned his attention to something far more important...Octavius' out-of-control experiment. 

Octavius had his hands full, all six of them. Two of them, the human ones, were frantically trying to enhance the containment field. Two of them, the metallic ones, were still catching what flares they could and pushing them back into the reaction. And two more metallic arms were batting away debris as it flew through the air toward him. One of them, as it brushed away flying shrapnel, spotted Spider-Man swinging into position overhead and landing above the power panel. "What are you doing?" Octavius shouted, turning his eyes to confirm what the camera had seen for him. 

"Pulling the plug," Spider-Man replied sharply. Octavius had told him--or rather, the intrepid young physics major Peter Parker--that as long as the reaction wasn't self-sustaining, turning off the power to the lasers that were still feeding the reactor would cause it to collapse in on itself and shut down. He desperately hoped they weren't yet at that stage as he reached down for the main power source. 

"No!" Octavius bellowed, making a "stop" gesture with his right human hand. 

As he did, one of the tentacles on his right side shot outward and smacked Spider-Man off the wall as if he were a mere gnat swarming around a bowl of fresh fruit. 

Spider-Man impacted a brick column with such force that the brickwork cracked, and he fell to the floor in a heap. 

A flare twice the size of the largest flare Octavius had seen yet burst forth from the reaction, reaching the ceiling before it circled back around the now-massive sphere of energy. 

The magnetic force it created was so large that the metal framework on the window wall across the lab buckled under the strain and shattered the glass. Huge shards were now raining into the room from that wall... 

...including one knife-like blade spinning end over end, heading straight for Rosalie Octavius. She screamed as she saw her reflection in the weapon zeroing in on her throat. 

Another large shower of debris was rushing toward Octavius, but his mechanical arms knocked it away. He turned and ripped off his goggles to make sure Rosie was all right... 

...just in time to see the glass rake across her jugular and a piece of steel frame sideswipe her body and throw her into the wall. 

"_Rosie!_" he cried out in agony. 

Another flare shot out of the reactor and drove right into Octavius' back, running up and down the metal spine like a bullet train rushing down the tracks. The surge of power made the artificial arms wave wildly, melting and fusing crucial nanowires, blowing out control circuits, and sending Octavius into a grand mal seizure. 

Spider-Man came to and saw his idol in dire straits, then bounded back to the main power grid, braced his feet on the wall, grabbed every feeder wire he could find, and pulled on them with every remaining ounce of his strength. 

Finally, with a shower of sparks, they gave way. 

Octavius collapsed, his clothes still smoking and his metal arms lying limp. 

The fusion reactor swelled dramatically once the last of the containment field was removed, then collapsed in on itself like a dying star before sending a shock wave through the room that shook the entire facility on its foundations. 

And then all was quiet once more. 

Spider-Man surveyed the situation. 

Rosalie Octavius was clearly dead. 

Otto Octavius was critically and possibly fatally wounded. 

Octavius' chief lab assistant--Raymond, Spidey remembered from their brief introduction yesterday--was crushed between two large computer consoles, also likely sustaining a fatal injury. 

Everyone else was safe, even that spoiled ingrate Harry Osborn. 

The fusion reaction chamber was in shambles, though the reaction itself was completely stopped. 

The air around him was full of concrete dust and smoke, and the smell of ozone from sparking wires was almost suffocating. 

And there were large horizontal cracks on the walls of the building and the ceiling was tilted at a precarious angle, meaning the foundation had probably been damaged in that final blast and the whole building was likely going to have to be condemned. 

Spider-Man sighed. He never knew doing research for a paper could be life-threatening. 

And then the sounds of approaching police told him that he'd better get out of there fast, before the research became identity threatening as well.

* * *

Otto Octavius had envisioned the group of onlookers at today's demonstration emerging from the building and talking excitedly among themselves about the possibilities presented before them today. 

And indeed, they were doing so. Just not in positive terms. 

As police, paramedics, and fire crews hurried to assist the injured and frightened onlookers staggering out of the building, the conversations overlapped into a jumble of panicked gossip. "My God," one man told another as they practically fell into paramedics' arms, "if he'd had more than a drop of tritium, he could have destroyed the whole city!" 

"Unbelievable," another person said as they watched paramedics load Octavius' badly injured body and bulky mechanical arms into an ambulance. "He nearly killed everybody in the room. Did he not even stop to consider what could have happened if anything had gone wrong?" 

Harry Osborn stumbled out into the street, covered in dirt and grime and looking as if he'd just had the rug pulled out from under him...which, basically, he had. "I'm _ruined_," he growled. "I have nothing left. _Nothing_!" Then he felt his skin crawling with revulsion over part of the experience. "Except Spider-Man." 

"He saved your life, sir," Harry's personal assistant reminded him, reaching for his shoulders to steady him, trying to get the young man to calm down and think things through. 

Harry shrugged off the assistant angrily. "He humiliated me by touching me." He put on his Ray-Bans as if to block out any chance of viewing his hated enemy. 

The assistant once more took hold of Harry's shoulders and steered him away from the building. "The press is here, sir, so I suggest you take a moment to get hold of yourself before you address them..." 

Harry was hearing none of it, even as he was being practically dragged away from the wreckage. "What was he even doing here, anyway?" 

Peter Parker emerged from the building just in time to hear Harry's angry declaration and sighed. As if his friendship with Harry could have possibly become any more strained, he had now apparently pissed Harry off so badly that the bastard would rather have died than be touched by the unclean superhero. He watched the ambulance with Otto Octavius speed away, then saw paramedics pulling a blanket over the battered and shattered face of Rosie Octavius. 

How odd that he kept thinking about MJ, trying to justify to himself that situations like this were why he could never allow her into his life. If the great Otto Octavius couldn't protect his beloved wife from the wrath of his life's work gone awry, what chance did Peter have of being able to shield MJ from Spider-Man's enemies? 

He wondered who was going to break the news to Octavius about Rosie's death. 

Then he wondered if anyone would even know to break the news to MJ about his death if something ever happened to Spider-Man. 

And then he decided that he was tired of thinking about this extremely depressing subject and tried to figure out how in the world he was going to finish his fusion report for Dr. Conners after this mess. _I'm sorry, Dr. Conners, but your friend Otto Octavius killed his wife, destroyed his lab, and practically roasted himself during the demonstration of his life's work--are you sure you want a report on this?_ Yep, that excuse would probably go over really well.

* * *

Hours later, the surgical staff at Sloan-Kettering Presbyterian Hospital _still_ wasn't sure what to do about Otto Octavius. But they knew they had to do something. The damage the blast of energy had done to Octavius' spine was potentially life-threatening, and it had taken hours of creative imagery techniques to figure out how to even begin to approach the problem. 

One image, showing a particularly nasty graphically-enhanced view of the nanowires that had melted and fused around the bones and nerve fibers in Octavius' back, was being used to help doctors draw up a roadmap for the massive surgical undertaking they were about to begin. "As you can see," the neurosurgeon, Dr. Isaacs, was explaining to his colleagues as nurses and anesthesiologists did the best job they could do prepping Octavius for surgery, "there's an extensive amount of molten metal wiring that has penetrated through the spinal lamina and into the cord itself, all the way from his neck to his hips. I have no idea what all we're going to find when we get in there, so I suggest we cut off these mechanical arms..." He stepped over to Octavius' body, now lying face down on the surgical table, sterile drapes covering his lower body and all four artificial limbs. "Then we need to dissect this column off his backbone and consider a laminectomy and spinal fusion from C-7 all the way through L-5." He picked up a sterilized metal grinding saw. "Anybody here ever take shop class?" 

Everyone laughed heartily. 

Dr. Isaacs was just about to start the grinder when he heard a strange squeaking noise. He looked around the room. 

One of the pulleys that had been holding the arms in position was shaking, as if someone or something had tried to move the arm. 

Isaacs shrugged. Probably just a nurse trying to get the table set up just right. He once more prepared to start the grinder... 

...and then spotted a bright red LED reflection off the lenses of his colleague's surgical goggles. "What the...?" 

And then the rest of his words were cut off when one of the tentacles yanked the grinder out of his hands and tossed it aside. 

Another tentacle grabbed a doctor who was preparing a sedative and threw him across the room. 

Nurses screamed in terror as the remaining two tentacles also came to life, whipping and swirling through the air like massive pythons or anacondas. And these metal snakes were just as deadly as their live counterparts. Before long, they were snapping necks of doctors, crushing the skulls of residents, dragging nurses across the floor, throwing attendants against the walls, and in general removing every single threat to their survival within their midst. 

One doctor, pinned to the wall by one of the tentacles, reached for a sterilized chain saw. 

As if they could recognize one of their own in trouble, the other tentacles one by one broke off their attacks and snaked toward the bad man with the evil object. 

The doctor was trying desperately to saw through the arm that was holding him prisoner when he suddenly realized that three additional pincer heads were now surrounding him, their LEDs glowing like a demon's eyes. 

Those eyes were the last things he saw as the tentacles dove in to dismantle him.

* * *

Moments later, with no one around to feed him anesthetics any more, Otto Octavius stirred from his drug-induced nap. 

One of the tentacles extended its tweezer tips and gently removed the sterile gauze mask that had been placed over Octavius' eyes. 

It took a moment for Octavius to realize he was resting on his stomach on a surgical table in what was clearly a large operating room. What was going on? How did he get here? Why was his back killing him? Why did his body feel so heavy? And where were all the doctors and nurses that should be in here... 

...and that was when he saw them, the mangled and broken remains of what at one time must had been the neurosurgery team, strewn around the operating theatre like trash in an abandoned lot or carcasses in a slaughterhouse. 

_Oh, my God...what happened here?_ Octavius tried to think. 

And then he saw out of the corner of his eye something that made the whole thing make twisted and frightening sense...a tentacle, its pincers open and its "eye" feeding information into Octavius' mind, including a view of the other three tentacles also resting nearby. 

_Oh, no. Oh, God, no. No, no, no._ He tried to get up. 

The tentacles braced against the table and helped him rise to his knees. 

The realization that these things were still on him--and that no one had thus far been able to take them off--suddenly made Octavius' blood run cold. Somehow, _he_ was responsible for this scene of mass butchery, a realization that filled him with horror and dread. "_No_!" he wailed, raising his hands in beseeching prayer. 

The four tentacle arms made similar gestures toward the sky, almost in mockery of Octavius' anguish.

* * *

Moments later, the doors to the ambulance entrance at Sloan-Kettering were ripped off their hinges and flung aside as if they were balls of paper. 

Octavius hadn't intended to do that, but these..._things_ seemed to have minds of their own, or at least primitive intelligence with no real inhibitions. He just kept thinking he had to get out of there, and the next thing he knew, the arms had grabbed a hospital gown and tied it around his waist, and then he was staggering down the corridor, occasionally being propelled along by a tentacle or two pushing behind him like a cane or a crutch, while the other mechanical arms were grabbing anything and anybody in his path and throwing them aside like so much trash. This was a disaster, an unmitigated disaster, and all he knew was that he had to get out of here and get home, get back to his lab, try to figure out some way to undo what he'd somehow done to himself. 

As he stumbled into the street, a cab going too fast slammed on its brakes to try and avoid hitting this drunken weirdo with conduit piping strapped on his back. 

Octavius held up his hands as people often do when they try to signal for someone to back away. 

The artificial arms imitated the pose. Then they acted, two of them bracing Octavius into place and the other two grabbing the cab in their pincers and flinging it away, saving him at the last second. 

Octavius looked very confused. 

Two of the arms turned their pincer heads to face him and curled their articulated claws in the best imitation they could muster of the expression on his face. 

The whole thing looked very surreal to Octavius. And yet it was almost comforting. Like dealing with a loyal but not terribly bright pet, or a child. 

Sounds behind Octavius alerted him that something was wrong. One of the arms peered over his shoulder to give him a better view. 

The security guards that the arms had tossed aside moments earlier were now back on their feet and rushing out the doors toward him. 

The two tentacles that had been bracing Octavius in position lifted his feet up off the ground, then they started running. 

One arm grabbed a blanket off a homeless man who had the misfortune of pushing his shopping cart into view of the bizarre man-machine hybrid and draped the tattered cloth over the very confused Octavius' shoulders to shelter him from the chilly spring night breezes. 

Another arm pounded into the brickwork on the side of a building and dragged the entire apparatus upward along the wall to get away from the very dangerous street filled with speeding cars and other obstacles. 

Soon the other tentacles joined in, and the security guards watched the utterly bizarre sight of a man with four metal legs stumbling up a wall and scrambling away like a human Daddy Long Legs...or a land-dwelling octopus.

* * *

Somehow, the arms, or Octavius, or both, had figured out their bearings enough to outrun the security guards, the police, and anything else in their path to make it back to where Octavius' East River lab should be. 

Except that it wasn't there any more. Now there was just a damaged shell of a building that was partially collapsed into the river. The machinery...the equipment...the home he and Rosie had shared...gone. All gone. 

The tentacles dragged Octavius inside the dilapidated hulk of the building, which somehow looked even more horrific that it did from the outside. 

It was all becoming too much to take for the injured and exhausted scientist, who slumped over and almost hit the floor before the tentacles were able to brace. Then they gently eased him to the ground and curled up around him protectively. 

And there they all stayed for the rest of the night.

* * *

"It's incredible, Robbie," Jameson said as he reclined in his chair, puffing away on his cigar and looking out the window of the Flatiron building at his view of the city. "Gossip. Rumor. Hysteria. Panic in the streets, if we're lucky." He got up to pace the office as Robbie sketched a basic layout for the _Bugle_'s front page based on Jameson's speculations. "Crazy mad scientist welds four mechanical arms onto his body like some kind of sideshow freak and goes on a rampage through town." He chuckled. "A guy named Otto Octavius ends up with eight limbs. What are the odds?" He took another draw off the cigar and smiled, then thought of something. "Hoffman!" 

"Yes?" Hoffman answered before the words had even had a chance to bounce off the walls. 

Jameson looked over at the toadie. Why was he never far from the office when it was time to kiss up to the boss? Then he shrugged. "What are we going to call this guy?" 

"Doctor Octopus," Hoffman said brightly. 

"That's crap," Jameson retorted, then resumed pacing. 

"Science Squid?" 

"Nah." 

"Doctor Strange?" 

"That's good," Jameson said. 

Hoffman smiled. 

"But it's taken." 

Hoffman sighed. 

"Wait," Jameson said, "I've got it!" He gestured the headline across the sky. "Doctor Octopus." 

Hoffman looked confused for a moment. "I...um...I...I like it." 

Jameson was smiling smugly as he congratulated himself on the brilliant thought that had come to him like a voice on the wind. "Of course you do. It's brilliant. New villain in town--'Doc Ock'." 

Hoffman forced on his best fake smile. "Genius." 

O.K., that was enough ass-kissing for one day. "What, are you looking for a raise? Get out of here." 

Hoffman scurried out of the room to find the paperwork to file a patent on "Doctor Octopus". Someday he'd make sure he got his name on the patent first, but now was not the time to argue. 

Betty Brant led Peter into Jameson's office just as Hoffman was leaving. "Chief, I found Parker for you," she told Jameson. 

"Where have you been all morning?" Jameson snapped at Peter. "Been trying to call you all day--why don't you pay your phone bill?" 

_Well, maybe I'd be able to if you'd buy pictures of something other than Spider-Man,_ Peter thought about retorting, then thought better of it. Jameson had apparently actually wanted to see him, so this might be good news. 

"Crazy scientist turns himself into a mutant weirdo in front of one of my photographers," Jameson continued in rapid-fire staccato accusations, "and we don't have pictures?" 

_Or maybe not-so-good news._ Peter wasn't sure he should offer an excuse like "My good camera got sucked into a miniature sun" to Jameson when he was in this kind of mood. 

"I heard Spider-Man was there," Robbie added. 

Peter hoped the confusion in his mind wasn't on his face. Robbie normally defended Peter against every Jameson attack and was one of Spider-Man's staunchest supporters--why was he making such a point of telling Jameson that Spider-Man was there, and why was he looking Peter in the eye when he was doing it? J.J. _hated_ Spider-Man, and hearing his favorite target was there at the birth of a new "mutant weirdo" would be just another reason for him to rant and rave about what a menace Spider-Man was. Did Robbie know the truth, or at least suspect something stronger than coincidence at work in Peter's ability to get pictures of Spidey? Or was this just a case of yet another person being disappointed in him not "being on the ball" because his other life interfered yet again? 

"What were _you_ doing--taking pictures of squirrels?" Jameson fumed. "You're fired!" 

Peter was becoming more than a little annoyed with being fired constantly, but by now he was getting used to this and every month being "Kick Peter In The Teeth" month here at the _Bugle_. He turned to go. 

"The planetarium?" Betty reminded her boss. 

"Oh, yeah, right," Jameson groaned. "You're unfired. Get back in here." 

That had to be a new record for a J. Jonah Jameson fire/rehire turnaround. Peter stood in the doorway, not sure he should come any further inside if Jameson wanted to do another hurried flip-flop. 

"What do you know about high society?" Jameson demanded. 

"Oh...um..." Peter tried to think fast. About the only thing he knew for sure was that the high society folk had more money than he did, but he couldn't let Jameson know that was the limit of his knowledge base. 

"Never mind," Jameson interrupted Peter's thought scramble. "My society photographer got hit in the head with a polo ball and wound up in the hospital. You're all I've got." 

Peter shrugged. Nice to get a chance to benefit from someone else's misfortune for once. 

"The Science Library of New York is throwing a party for a big-time American hero--my son, the astronaut." Jameson puffed out his chest with pride. "Be at the Library's Planetarium tonight at 8:00 _sharp_." 

"Could you pay me in advance?" Peter asked, seeing if he could gain any leverage at all in this situation. 

Jameson burst into laughter. 

Peter sighed. 

Jameson laughed harder. 

Peter decided he was tired of being laughed at and glared at Jameson. _Just one web shot,_ he tried to convince himself._ Really, nobody will notice it...until he tries to get out of his chair and falls flat on his face because his shoelaces are webbed together..._

Jameson finally noticed Peter was still standing there. "You serious?" he asked. 

Peter nodded. 

Jameson snarled. "Pay you for what, standing there? The Planetarium, tonight, 8:00 sharp." He gestured haughtily toward the newsroom. "There's the door." 

Peter sighed. It was worth a shot, anyway. He turned and trudged away, reminding himself that this time he was likely to be paid well enough to get on the black side of the debt ledger. Something good had to happen for him soon, right? Really, by the law of averages, things somehow had to turn around eventually, right? Somebody somewhere in the world surely had a worse life than his, right? 

Right?

* * *

"My Rosie is dead." 

That was all Otto Octavius could think of as he stared at the floor of the wrecked warehouse he once called home, which was now just another condemned building on the East River. He was slumped over in a pained heap, held up only by the four arms that had become permanently welded to his back in the horrible accident that had caused this catastrophe in the first place. "My dream is dead." He looked at the arms. "And these...monstrous _things_...should be at the bottom of the East River..." He felt his heart breaking and he was losing the battle to keep tears at bay. "...along with me." 

The arms looked startled--or at least did a good imitation of a startled expression. How could such a logical man be thinking such illogical thoughts? Two of them turned their pincers toward him and began making chittering, squeaking noises as they flexed their claws and tried to show him what valuable assistants they could be to him still. 

Octavius looked confused. "Something...in my head...talking?" Then the horrible truth hit him. "The inhibitor chip!" He reached back behind his head. 

One of the arms angled to give him the view he could not get otherwise. 

The chip was now just a charred mess of burnt wires and broken circuitry. 

"Gone..." Octavius was now truly afraid. He could feel the arms and their AI computers sending signals to his brain now, and he could do nothing to slow down the rush of information running to his head. He was going mad, he knew it... 

The arms opened their pincers wide and showed him the interior of the lab. Yes, it was practically destroyed, but there were still metal girders and power lines and some equipment left...surely something good could come of all of this...they'd made do with less before... 

"Rebuild," he heard himself whispering. Then he caught himself. Where had _that_ idea come from? "No," he said aloud, trying to make sure what little coherent thought was left in his brain understood the situation. "Peter was right. I miscalculated." 

More illogical thoughts. The arms had always thought their creator was more rational than this. Some silly sophomore physics major knew more about fusion reactions than the creator? Impossible, and illogical. One of the arms played back a short loop of internal memory about the reaction. The other arms replayed parts of their own memory banks. 

Octavius looked around the room, his eyes wide as things began to come back into his own memory. "I couldn't have miscalculated!" he stated firmly. "It was working, wasn't it? Yes...yes, it was..." 

Finally, a far more logical decision from the creator. Now to help him start anew. They'd had lots of practice in the simulators. This whole unfortunate mishap was just another set of test results to analyze...after all, as the creator had said many times, the only truly successful tests were the ones that found problems... 

"We can rebuild," Octavius said aloud, continuing the thought processes the tentacles' AI had begun. "Make it bigger." He began surveying the room, trying to figure out what he could salvage from the mess. "Make the containment field stronger..." 

And then reality set in again. It had taken months to perfect the apparatus before, and millions of dollars in investment capital. "But we need money." Where was he going to get that kind of money? Not from Harry Osborn, that was for sure, and not from anyone else who'd been there to see the disastrous demonstration... 

"Steal it?" Again, a thought he wouldn't have ever had before. "No! I'm not a criminal..." 

And then the tentacles cornered him. And their chittering made strangely logical sense. "You're right," he muttered. "The only real crime would be not to finish what we started." And of course, after they were successful, he'd be able to give back the money a hundred fold. So it would really just be a rather unorthodox kind of grant or loan. 

He stomped his way around the room on two of the tentacles, testing the foundation to find areas that might be strong enough to hold up the weight of the equipment. "We'll do it..." 

He felt the floor stop shaking as he put down one of the right tentacles, right at a perfect spot. There was even an opening through the floor to the river underneath, which would enable him to naturally cool the reaction. "...here," he pronounced firmly. Then he smiled, feeling empowered as never before. His dream that he thought had died had merely been delayed. Delayed so that when it finally did come, it would be sweeter than ever. "The power of the sun in the palm of my hand," he vowed. "And nothing will ever stop us again. _Nothing_!" He shook his fists in the air as a promise. 

Two tentacles mirrored the reaction as the other two lifted Octavius up to stand over the site of his eventual triumph, as if literally interpreting his dream of truly being a giant among men in the science world.

* * *

As Octavius pondered obtaining his unorthodox loan, May Parker was trying to obtain a more conventional one at the National Savings Bank, which had quite a while ago bought the mortgage on the Parkers' tiny two-bedroom house in Forest Hills. They'd been reasonably good two years ago about helping her obtain disaster relief funds to rebuild the house after the Goblin had practically destroyed it, but now they were threatening to foreclose on her mortgage because of how far she'd fallen behind in her payments, and she had to find some way to keep them from doing so. Practically everything she held dear in life was at stake. "That's my late husband's Social Security statement," she said as she watched the loan officer leaf through the application. 

"Yes, I see that," the officer said, his tone indulgent but annoyed. 

"And my uncle's life insurance policy," Peter added, present at this whole unpleasant meeting pretty much to provide only moral support, because it wasn't like he could actually offer her anything else. He wasn't even old enough to co-sign the loan even if he _could_ somehow add assets as collateral. The whole thing felt like a microcosm of his whole miserable life the past two years...able to save the world, but not the ones he loved the most. 

"Yes, I see that, too," the loan officer replied. "But you just don't have the income required to refinance this loan." 

Peter sighed. 

May thought fast. Clearly, this man needed to see some actual income on her application, not just the meager pension she was drawing as Ben's widow. "I'm giving piano lessons again," she interjected, hoping he might just take her word for it instead of asking to see receipts. 

Peter frowned. Aunt May hadn't given piano lessons in years, even though she had a sign out in front of the house advertising them. "You are?" 

Then he felt his spider-sense tingle and had a sudden urge to shift his legs to the side. 

And as he did, the kick May had meant to send into his shins connected with the loan officer's instead. "Ow!" the man screamed. 

_Oops,_ Peter thought, cringing. 

_Oops,_ May thought, cringing. 

"Ow!" the loan officer repeated. Why were the sweet and innocent looking little old ladies the ones who always gave him the hardest time? "Ow!" Then he gathered himself. "We appreciate that you just opened a new..." He glanced at the paperwork again. "...super-saver account with us today. But you just don't have the assets needed to justify this loan. I'm sorry." 

May sighed. "Ah, well." She rummaged through her purse and produced a newspaper clipping, an advertisement for a free gift with a new account. "At least we get the free toaster." 

The loan officer drew back his shins in preparation for being kicked again. "Actually, that's only with an initial deposit of $300 or more." 

May pursed her lips into a sour pucker as she noticed the fine print on the ad. "Oh, yes. I see." 

The loan officer really did feel a little sorry for her, even if she had tried to break his leg. Maybe he could find a calendar or something for her so she wouldn't assault him with her umbrella. "I'm really sorry, ma'am. Now, if you'll excuse me..." He got up from the desk and walked away, giving her an uncertain glance the entire time. 

May slumped forward. She was going to lose her house...her _home_. She just knew it. Maybe she shouldn't have kicked him so hard, but she'd have sworn she was aiming for Peter's legs at the time. 

Peter put a comforting arm around her. "Don't worry, Aunt May. We'll figure something out." And then, suddenly, he stiffened noticeably. 

May looked concerned. Peter's eyes were darting about as if he was trying to follow an ultra-fast tennis game. What in the world was wrong? 

Peter couldn't answer her questioning look, because he wasn't sure either. All he knew was that his spider-sense was signaling danger that was near...very near...

* * *

If he'd had eyes in the back of his head, he'd have spotted it...in the form of Otto Octavius, clad in an oversized trenchcoat, a fedora pulled low across his face, with darkly-mirrored glasses to conceal his identity. Octavius ripped open a back seam on the coat and gestured dramatically at the safe door. 

Four metal limbs burst forth from the hole in the coat and locked their pincers around the door's hinges. 

The door creaked but didn't give way. Octavius didn't have enough leverage standing on his own feet to pull it open. 

Not a problem. Two of the tentacles sunk their talons into the marble floor and held tight as the other two grabbed the door once again. 

This time, the door tore off its hinges, and the tentacles flung it away.

* * *

Peter's spider-sense hit DefCon 5, warning him of the incoming projectile. He put one hand on the desk and one foot on Aunt May's chair, then applied force in opposite directions. 

The two of them slid apart a split second before the door landed between them and took out the loan officer's desk. 

Peter looked back at the safe...and his jaw dropped. _Oh, my God..._

The loan officer rushed back over to his desk just in time to see a man with four metal arms getting ready to reach into the vault. 

"Everybody down!" the security guards ordered as they rushed for the vault area. 

The loan officer hit the floor next to May, who had ducked as close to a pillar as she could get. 

Peter jumped up from his chair and ran for the door. 

"Peter!" May wailed. "Don't leave me here!" 

Peter felt a moment of guilt for leaving Aunt May alone, but there really was only one way he could stop this, and it wasn't sitting in a chair or cowering with the rest of the customers. He looked around for a concealed hiding place, then took off for it, shedding his jacket and untucking his shirt as he did. 

"That boy of yours is a real hero," the loan officer said sarcastically. 

May resisted the urge to whack him with her umbrella right then and there. She did still have some decorum, after all.

* * *

As Octavius--or rather, "Doc Ock", as he'd seen himself called on the front page of this morning's edition of the _Bugle_--strolled forward toward the vault, two guards rushed to cut him off. "Hold it right there!" one of them ordered. "Arms in the air--all of them!" 

_If you say so..._ Ock clenched his fists and made a punching motion in the guards' direction. 

All four arms quickly obeyed, two of them taking out the guards in front and the other two taking out the guards from the rear. 

Now there really was no one to stop them. Ock strode into the vault and looked around. 

One of the arms helpfully doffed his fedora so he could get a better view. 

Ock looked at the bags of bills and coins in front of him and smiled. 

The arms obediently began gathering the money and stuffing it into bankers' transport sacks. 

One of the arms, keeping watch as the others worked, noticed something coming up behind them--that annoying red-and-blue bug-like man who'd tried to shut down the last demonstration. 

Ock smiled. Now that was one thing that was _definitely_ not going to stop him this time.

* * *

As Spider-Man alighted on the wall across from the vault, his spider-sense suddenly surged and told him to _move!_

He vacated his position a split second before the bag of coins impacted the spot on the wall where he'd been perched. 

Spider-Man darted from one wall to the next, bouncing around the ceiling like a rubber ball, while Ock flung heavy bags of coins at him. The bags shattered as they hit the walls and scattered their contents everywhere, raining metal shrapnel down on the customers below. 

Spider-Man finally managed to catch one of the bags in a web. "Here's your change!" he wisecracked, slinging the bag back at Ock. 

The heavy bag of coins crashed into Ock and drove him into the wall. The scientist cried out in pain as the metal spine cracked the marble facade. 

_Oh, Jeez,_ Spider-Man reminded himself, _those arms may be super-strong, but he's just a normal guy otherwise. Way to go, Parker. Kill another scientific genius, why don't you?_

The tentacles quickly hauled Ock to his feet, and he growled angrily at Spider-Man. 

Spider-Man pounced onto a lower wall and started to fire a web ball at Ock, then was shocked that nothing came out. "Oh, no...not now!" He kept trying to fire, but the webshooters just weren't responding... 

...and thus they weren't able to catch the bag of coins that smacked right into his chest and knocked him off the wall. 

"Ha!" Ock declared triumphantly.

* * *

The coins scattered everywhere, rolling across the floor, under tables...and right into the grasp of the loan officer. He wondered if anybody would notice if one more coin was missing... 

And then he realized somebody did as May slapped his hand and knocked the coin away. "Ow!" he cried. What was it about little old ladies that made them so mean, anyway?

* * *

Ock couldn't have cared less if one or a dozen coins got away. He was too busy making sure that the bug wouldn't bother him any more. He picked up two of the banker's bags, then pointed at Spider-Man's prone form on the floor. 

Two of the tentacles grabbed Spider-Man by the arms, then crossed themselves to bind the web-slinger's wrists against his chest. Then they dragged him over to Ock and held him high in the air. "You're getting on my nerves, Spider," he grumbled. 

"I'm pretty good at that," Spider-Man replied, trying to work his hands free. He was suspended five feet off the floor with no way to get any leverage, and thus no way to use either his strength or his speed to his advantage. And right now, he wasn't sure he even trusted his powers to free him in any event. 

"Not any more," Ock pronounced. 

And with that, the two remaining tentacles surrounded Spider-Man's skull and started to squeeze. 

The pressure was incredible. Spider-Man wasn't sure whether his head or his wrists were going to break first. But either way, he was going to die if he couldn't get out of this deadly embrace...find some way to grab onto something and get some leverage... 

And then he spotted it. But he needed webbing to make it work. He forced his wrists to contort enough to fire off two shots in opposite directions. 

This time, the webshooters responded, and two funnel webs encased two heavy forms tables. 

Now he had resistance. He grabbed the webs and jerked as hard as he could. 

The tables came unbolted from the floor and flew toward the pair. 

The arms, desperate to protect their creator, flung Spider-Man aside and knocked one table away. 

But they couldn't react fast enough to catch the other table, and it crashed into Ock and threw him across the room and through a window. 

The arms pulled Ock once more up off the pavement. 

Now Ock was _really_ mad. He made one of the arms rip the door off a taxi that had pulled to a stop to avoid hitting the bank's fleeing customers and hurl it back toward Spider-Man, who was now leaping through the window toward him. 

Spidey easily avoided the door and turned around to try and web-catch it before it hit someone else. 

And that was when he got decked from behind by the cab's hood and thrown back inside the bank. 

Ock grinned again, then ordered the tentacles to get the rest of the money. 

Two of the tentacles reached back into the bank to retrieve the remaining bankers' bags. 

"Hold it right there!" 

Ock whirled to see police cars pulling up to the scene and officers drawing their guns. 

_Get a hostage,_ he thought. _Preferably an old lady or a kid. They won't shoot at them._

One of the tentacles dropped its money bags and found the nearest old person--May Parker. Wrapping a long conduit around her waist, it picked her up and hauled her over to Ock. 

"Hold your fire!" one of the officers ordered as Ock pulled May in front of him as a shield. 

"Don't follow me," Ock growled as the last tentacle emerged from the bank gripping bags of money. 

And with that, two of the arms carried him away and up the walls of a building, with the money in one set of pincers and May Parker screaming and fighting the grasp of the other set. 

Spider-Man got to his feet just in time to see Ock ascending the building and tearing around a corner, his hostage in tow. "Aunt May," he whispered, realizing that once more he'd failed to stop a supervillain from hurting a loved one. 

_No,_ he told himself, trying to calm the rising panic, _you haven't failed yet. Now, just make sure you don't mess this one up._

With that, he bounded into the air and slung webs to catch up with the escaping pair.

* * *

The young travel agent on the tenth floor who was on the phone with yet another demanding client had stopped listening to her customer's whine about the bad service on his cruise because an ever-increasing "thud" was filling her ears, and the walls of her building had started trembling. "Would you excuse me just a moment?" she said, not waiting for an answer as she laid the receiver down and headed for a window. 

Several of her colleagues joined her. 

Moments later, they were all jumping backwards as pincers pierced the walls around them and a guy with four extra arms in a trenchcoat and dark glasses appeared outside one window while a struggling old woman wrapped up in a metal coil appeared outside an adjacent one. 

Everyone in the office ran screaming in terror.

* * *

On the streets below, people were running in terror as well as Ock's grasping tentacles chewed into the sides of buildings, sending concrete debris falling like giant hailstones. This entire situation was rapidly spinning out of everyone's control, and the police were helpless to stop Ock from below because of the hostage he was grasping and using as a shield. 

And then one of the officers spotted Spider-Man joining the hunt. And he realized the situation was about to get a whole lot better.

* * *

Five blocks and thirty stories later, Spider-Man finally caught up with the escaping Ock and pounced onto the wall above the mad scientist's head. "Hand her over!" he ordered angrily. 

"Of course," Ock answered with a smile, then gestured toward Spider-Man. 

The arm holding May lifted her up toward the wall-crawler. 

"Easy now," Spider-Man urged. He never trusted solutions to problems to be _this_ easy. 

And sure enough, it wouldn't be. The conduit around May's waist suddenly retracted and released her, and she fell away screaming in terror. 

"Butterfingers," Ock taunted. 

Spider-Man lunged after her, shooting a web down to catch her. 

It grabbed her ten stories off the ground. 

Spider-Man caught his balance on the side of the building, then wrapped the webbing around both hands and pulled hard upward. 

May sprang up toward him like a very fast yo-yo. He reached out to catch her... 

...only to have Ock's tentacles grab him by the neck and fling him off the wall. 

May shot past Spider-Man's reach and was still flying upward. Then gravity caught up to her and started to pull back down again. She waved her arms, reaching out for something, _anything_ to stop her fall... 

...and the hook handle of her umbrella snagged onto the arm of a concrete statue near the roof. She grabbed the umbrella with both hands and held on for dear life. "Help!" she shouted. 

Spider-Man had managed to catch the side of the building with a web to keep from falling back to Earth as well, and kicked Ock in the head to slow the mechanical arms' assault. "I'm coming!" he called, then started scaling the wall as fast as he could. 

A mechanical tentacle grabbed his arm and pulled him back down again. 

May felt her gloved hands slipping on the umbrella's slick fabric. "Help me!" she cried. 

"Hold on!" Spider-Man urged, trying to pry his arm free. 

Ock pulled him down harder. 

Spider-Man kicked one of the two arms holding Ock to the wall. 

It came out, and the other one could not hold. 

Now suddenly the two of them were falling, trading blows, each trying to break free from the other and catch something to save themselves before they hit the pavement. 

But they weren't the only ones falling. May's hands were slipping off the bottom of the umbrella. She managed to catch the rim of the metal tip, but could feel the material around the rim loosening and her grip weakening. That was it, she was dead. The only thing that could save her now was a miracle.

* * *

The falling brawlers also needed a miracle to save them. Fortunately, Ock's arms provided him with one by driving itself deep into the wall. 

Spider-Man grabbed onto one of the tentacles to stop his own fall. 

Ock angrily flung him off. 

Spider-Man crashed through a window in the garment-making shop across the way. 

Ock smiled, then realized that he still needed to have something to protect him from the police, who were ready to start shooting at him at any moment. He looked around for where his hostage had gone to.

* * *

May was still hanging by her umbrella, but not for much longer. She felt her hands slip again and knew she couldn't hold on for even one more second... 

...and then her feet were suddenly standing on something solid. She looked down. 

All this time, a decorative verdigris-colored ledge around the building had been mere inches below her feet, ready to break her fall. She looked up at what her umbrella had hooked itself onto... 

...and looked into the stone eyes of an angel. 

May smiled and began a grateful prayer of thanksgiving as she reached for the angel's face in gratitude. "Oh," she said through joyful and relieved tears, "thank you..." 

And that was when she was once more yanked off her feet by one of those horrible tentacles. She screamed.

* * *

Spider-Man shook himself clear of the mess of fabric and machinery he'd fallen into and leapt to the window at the sound of that scream. He hoped against hope that it wasn't who he thought it was... 

...but of course, it was exactly who he feared it would be. For there across the road he saw Ock, holding May above the ground just as Goblin had held MJ two years ago. "Aunt May...," Spidey whispered aloud, feeling panic rising in him once more. 

"You've stuck your webs in my business for the last time, Spider-Man," Ock taunted. "Now you'll have this woman's death on your conscience!" 

_Like Hell I will._ Spider-Man gathered his resolve, then shot two webs into the sides of the window frame and pulled back on them as hard as he could to create a giant slingshot. 

Then he lifted his feet and shot across the gap.

* * *

"Come on, you son of a bitch," Ock hissed as one of his tentacles extended a piercing tong from its center behind his back. 

May gasped. "How rude!" she whispered.

* * *

Spider-Man had his fist extended as he flew through the air. He was going to kill Ock when he got over there, respected idol or not. _No one_ threatened his family and got away with it. _No one._

* * *

Ock chuckled. Oh, good, the bug was going to make it easy for him. He was stretched out nice and straight, ready for filleting. "Come on..." 

May, realizing that her only hope of rescue was dead if she didn't do something, swung her umbrella and smacked the handle into the side of Ock's head. 

The blow was so sudden that it knocked Ock's glasses off and upset his balance. He waved his arms and frantically tried to catch something. 

Spider-Man managed to contort his body in mid-air and dodge all the grasping and stabbing tentacles, then kicked Ock in the head once more before catching a landing on the side of the building. 

Ock dropped May as the tentacles grabbed desperately for something to hold onto, finally piercing and holding the wall once more. 

Spider-Man dove off the wall after the falling woman. 

As May screamed and flailed about, she suddenly felt two sticky balls impact her chest and then felt resistance, as if something was slowing her fall. 

Then a strong arm grabbed her around the waist, and then she twisted in mid-air as the arm pulled her tight against a rock-solid muscular chest. She heard a strange sound--like the sound a tube of toothpaste made when squeezed too hard, the sound of a liquidy solid shooting out of a nozzle--and then suddenly she realized she wasn't falling any more. 

She was safely clutched in the powerful right arm of Spider-Man, who was web-slinging away from the scene. 

Behind her, she could hear shots ringing out and a deep "thud" sound retreating away. Out of the corner of her eye, she saw that horrible metal-armed man escaping. 

But right now, she didn't have time to think about that. She only had time to say a prayer of thanks that once more she'd been rescued from certain death by arms from on high. Only this time, they were clad in red and blue spandex instead of cast in concrete, and they were carefully securing her into place first on one hip, then the other, as the free hand would cast a new web to take them a different direction. 

The next thing she knew, her rescuer had touched down in the lightest landing she could possibly have imagined, then gently stood her upright. "There you go, ma'am," he said brightly. 

"Oh, thank you!" she said joyfully, almost in tears again. "Have I been wrong about _you_!" She reached up to touch the face of her rescuer as she had tried to touch the angel. Then she stopped, instead tracing his shoulders and chest with her hands, as if she thought she should recognize him in some way. Funny...in his pictures he looked _much_ taller. Probably because he was always so high above the action, she realized; Peter had explained the concept of perspective in photography before, showing how it could make a bunny look gigantic and a basketball player ant-sized. But as she looked at him standing before her and felt his strong hands steadying her, she realized he wasn't any taller than her beloved Peter. And even funnier, even though the costume clung to every one of those rock-hard muscles like a second skin, she'd have sworn he wasn't built any differently than Peter, either... 

"We sure showed him, didn't we?" Spider-Man teased. 

May looked at him oddly. Had he forgotten already that the only reason he wasn't spider-kabob was because she'd smacked Ock in the side of the head? "What do you mean 'we'?" she retorted, half-teasing herself. 

Spider-Man shrugged mentally. She did have a point, after all. "Oh," he sighed. Then he waved good-bye, leapt into the air, and webbed away. 

Onlookers pointed into the air and cheered. A group of teenage girls ran to May's side, squealing about how "cute" and "gorgeous" and "hot" Spider-Man was and wanting to know if he'd said anything or whether she knew his phone number. May wondered how they knew he was so cute...and then found she was wondering about his potential cuteness herself.

* * *

As night fell over Manhattan, the elite of high society mingled among themselves at a cocktail party in the Science Library of New York's gorgeous planetarium. Many of them were talking about the fall of Otto Octavius. Some were even calling him "Doc Ock", like the _Bugle_ was. 

Peter Parker, however, was so sick of hearing about Doc Ock that he just wanted to bolt from the building and web away from the mere mention of the name. But he had promised he'd be here, and he _was_ going to get paid for it, so he might as well put on his best smile and enjoy the festivities. 

Right now, though, he wanted to enjoy the hors d'oeuvres. But every time a platter would come near him, hands would seem to emerge from nowhere and snatch every last item off the tray before he could get one. He sighed. He couldn't seem to get away from grasping hands today, no matter what he did. 

Then he noticed the Science Society's president coming toward him. He lifted his camera. "May I?" he asked. 

The president and his wife posed for a picture. 

Peter went to snap the shutter and then realized that his lens cap was still on the camera. Darn it, he wasn't used to this back-up camera--it was the one he usually set and left for automatic shots when he was getting pics of Spider-Man, and its lens cap didn't have a strap to allow it to be easily pulled off and on like his good one did. He smiled sheepishly, took the camera down and uncapped the lens, then raised it again... 

...only to find the president had left. 

Peter sighed. Nice to know that there were indeed constants in life...death, taxes, and his rotten luck. He headed for the bar, hoping for better luck finding photography subjects.

* * *

The bar was a beautiful glass and brass fixture, and most of the party-goers had commented that it was much nicer than what caterers normally hauled out for these things. A tuxedo-clad bartender poured expensive champagne into a fine cobalt blue flute. 

But just as he finished pouring, a sweaty and shaky hand grabbed the bottle and crashed it into the beautiful glass, shattering it. "Leave the bottle," a morose and angry Harry Osborn said in a slurred voice. 

The bartender sighed. He hated society events. Somebody always got way too drunk for the occasion. Even this one. He left the bottle on the bar and turned away. 

Harry found another flute and began pouring another glass of champagne for himself. 

"Hey, take it easy there, buddy," Peter urged, putting a hand on his friend's shoulder to at least pretend like he actually cared about Harry's well-being. After all, as far as the rest of the world was concerned, Harry _was_ still his friend, regardless of what was going on behind the scenes and behind the mask. 

"Why?" Harry snapped, and Peter could have gotten drunk himself off the fumes from Harry's breath. "It's a party, isn't it?" He finished pouring the champagne, only spilling a little bit in the process. "Besides, wouldn't you drink, too, if you'd dropped a bundle on some crackpot who you thought was going to take you along for the ride to fame and fortune?" He took a swig of the champagne. "Not to mention your friend the bug..." 

Peter was _not_ in the mood for this. "Not tonight, Harry..." 

"Yes, tonight!" Harry interrupted. "Tonight and every night! From now on it's 24-7 until I find him." He turned back to the bottle of champagne. "It's all I've got left." 

Peter thought seriously about alerting the bartender that there was a minor getting drunk at his bar until he realized that Jameson was shouting his name over the crowd noise. And he was here to work, after all. But he couldn't just leave Harry like this... 

"Parker!" Jameson bellowed, finally coming over to Peter and grabbing his shoulder. "What, are you deaf? I called you twice! I'm not paying you to stand around and sip champagne..." 

And before he knew it, work had pulled him away from the rest of his life once more. This time, literally, as Jameson took him by the arm and dragged him into the crowd. "Get a shot of my wife with the Minister!" Jameson ordered, pointing Peter at a middle-aged woman clutching a clergyman's tie. 

The woman put on her best fake smile. "Lovely tie," she covered. 

Peter didn't even want to know. He just snapped the shot. 

"Get a picture of us with the D.A.!" Jameson jumped into the shot next to his wife, who had wrangled the D.A. and his wife to stand with them. 

Peter snapped the photograph. 

"Get a shot of the mayor and his girlfriend!" 

The sixty-ish mayor and the beautiful twenty-something woman next to him looked annoyed. 

"Uh...wife," Jameson corrected, embarrassed. 

Peter took the shot, finding it refreshing to finally meet someone more socially inept than himself. Maybe he should have brought a tape recorder for blackmail material... 

A fanfare from the jazz ensemble announced the impending entrance of the night's special guest. Peter turned to face the podium. 

A woman who probably was a science geek in real life stood there in her not-quite-right-for-the-occasion dress, beaming with pride and shaking with nerves as she prepared to speak. "Thank you all for coming out to the Science Library of New York's annual fundraiser," she told the crowd. "And now, I'd like to introduce our guest of honor. He's the first man to play football on the moon..." 

Everyone in the crowd laughed. Peter himself wondered how far a forward pass would go in lunar gravity and whether the Jets would actually be able to win a game if they played there. That would have been Uncle Ben's take on the situation, anyway. 

"...the daring, the delightful, the _delicious_ Captain John Jameson." She gestured across at the marble staircase. 

The jazz ensemble struck up "Stars And Stripes Forever" as everyone burst into applause at the sight of the dashing Air Force Captain descending the steps, drop-dead-gorgeous redhead on his arm. 

Everyone, that is, except Peter. Because the dashing Air Force Captain was the guy he'd seen outside the theatre two nights ago. And the drop-dead-gorgeous redhead on his arm was the woman he'd been kissing, Mary Jane Watson. 

MJ, making eye contact with the crowd, spotted Peter. For a brief moment, the public smile faded from her expression. Then she held her head high and smiled the biggest, proudest, look-at-me smile she could conjure up. 

And Peter was once more reminded that there were indeed constants in life...death, taxes, Mary Jane Watson's beauty, and his awful, rotten luck.

* * *

Jameson the elder had finally stopped hounding Peter for pictures of Jameson the younger long enough for him to head out to the veranda to get some much-needed air. He reached for another approaching hors d'oeuvres tray, and once more a group of grasping hands snatched every last piece off of it before he could get to it. Ugh. At this rate, the luckiest thing that might happen to him tonight was that he'd starve to death. 

And then, he saw her. 

The moonlight was glistening off of MJ's gorgeous red hair, which she'd had styled in a tightly-spun chignon and pinned with jeweled hairpins that matched the brightly sparkling stones in her earrings. She'd draped a black velvet shawl across her shoulders to ward off the chill and was looking off into the night sky. She'd never looked more beautiful...or more unattainable. 

But he might never get a better chance to talk to her again. He cautiously walked over to her. "Hey," he said sheepishly. 

She turned around, and her expression turned ice cold. "Oh..._you_." 

He'd gotten warmer greetings than that from supervillains. Wow, she was really pissed. Not that he blamed her, of course. He'd be pissed, too, if he'd been stood up as many times as he'd stood her up. "Look, I'm really sorry about the other night. There was..." He couldn't believe he was actually going to give _this_ lame excuse again. "...a disturbance..." 

"I don't know you," MJ interrupted sharply. Then she looked hurt. "And I can't keep thinking about you. It's too painful." 

If only she knew how painful it was for him, too. "I've been reading poetry," he babbled, trying to figure out a way to tell her how he felt. 

She scoffed. "Whatever that means." 

"Day by day he gazed upon her," he said, finally understanding the pain behind those words. "Day by day he sighed with passion. Day by day..." 

"Don't start," MJ snapped. 

Peter felt his heart sink. Yet another bit of "good advice" he'd received shot all to Hell. He tried to think of something he could say to get through to her. "Uh...can I get you a glass of champagne?" 

"I'm with John," MJ replied haughtily. "_He'll_ get my champagne." 

"John," Peter repeated, trying not to sound as angry as he felt at hearing her speaking another man's name as the person she was "with". 

Too late. MJ had definitely picked up on his pissed-off tone. "By the way," she said, feeling her own anger building, "_John_ has seen my show five times. Harry has seen it twice. Aunt May has seen it. My sick mother dragged herself out of bed to see it. Even my dad..." Well, maybe she shouldn't exaggerate too much. "He came backstage to borrow cash." She re-focused on what she'd wanted to say for two days now. "But my 'best friend', who 'cares so much' about me, can't even make an 8:00 curtain. After all these years..." She felt her voice catch. "...he's nothing to me but an empty seat." 

And with that, she walked away, leaving Peter dumbfounded. What could he say in response to that? _Sorry, MJ, but while your boyfriend and your ex-boyfriend and my aunt and your mom and your deadbeat dad were hanging around the theatre watching you pretending to be somebody else, I was off helping the police, rescuing kids, stopping killers, saving lives--would you really rather I'd have been sitting in that empty seat?_

Then he realized that he knew the answer to that question. _Yes. You'd really rather I'd have been sitting in that empty seat. And quite frankly, I'd rather have been, too._

Frustrated and angry, he snatched a glass off a passing tray and tipped it to slam the contents down his throat. 

Except there weren't any. It was an empty glass, as empty as that seat. 

He resisted the temptation to hurl it aside and decided that getting air was overrated, then wandered back into the planetarium. 

Not even ten steps into the place, a clearly drunk and clearly angry Harry Osborn grabbed his arm and yanked him aside. "It's pissing me off, your loyalty to Spider-Man instead of your best friend," Harry hissed in an intoxicated slur. "You lie to me to protect the guy because he's your bread and butter..." 

Peter pulled his arm away. "Take it easy, buddy...," he began. 

Harry grabbed his arm again. "Don't tell me to take it easy!" He gave Peter a shove. "And don't act like you're my friend, either. You stole _everything_ from me. You stole MJ from me. You stole my father's love from me. And you let my father die because you didn't turn in the freak that killed him because he's your livelihood--isn't that right, _brother_?" He smacked Peter hard across the face. 

Peter wasn't sure which hurt worse--the slap, or Harry's angry accusations. Ordinarily it would just be the words, but that slap had stung, too. 

"Huh?" Harry continued in a roaring shout. "Isn't it?" He slapped Peter again. 

On another day, in another time, Peter would have finally gotten fed up with all this, backhanded Harry across the room, and beaten the crap out of him for treating him like this. It was Harry who had stolen MJ in the first place, and he'd never wanted Norman's love, and _dammit, I didn't kill Norman Osborn, he killed himself while he was trying to kill me!_

But right now? All he could do was just stare at Harry as if he were insane. Because if Harry wasn't, then Peter himself was for even hoping the universe would cut him a break for once. 

Harry suddenly seemed to notice that everyone in the room was watching the two of them. And he was an Osborn, after all, and he did have a reputation to uphold. He gathered himself, then staggered away. 

Peter was once more completely speechless and unable to figure out what to do. It was beginning to drive him crazy that there really and truly were constants in life...death, taxes, Osborn family insanity, Mary Jane Watson's beauty, and his horrible, awful, rotten luck. 

John Jameson stepped up to the podium in an attempt to get the party back on track again. "Ladies and gentlemen," he told the audience, "I'd like to inform you all that the very lovely Miss Mary Jane Watson has just agreed to marry me." 

Those words drove into Peter's gut harder than any supervillain's knives ever could. He stared at MJ across the room, watched her giggle and blush, read her lips speaking the words "you didn't tell me you were going to tell everybody!" as she stepped onto the dais to join her... 

...her... 

...her _fiance._

_No,_ Peter's psyche mourned. _No...no...no..._

As the room burst into applause, Jameson screamed for him to "hurry up and take the picture!" 

Peter numbly raised the camera and looked through the viewfinder at the last sight in the world he ever wanted to see...Mary Jane Watson, kissing another man. 

He pressed the shutter to freeze-frame that moment for eternity.

* * *

Hours later, he still couldn't get the image out of his head. He barely remembered anything else about the event, including when he'd managed to escape from J. Jonah Jameson's clutches, ditch his clothes, and pull on his mask for a long swing through the city, but he could remember _that moment_ as clear as if it were happening right now. 

Mary Jane Watson and another man. Didn't really matter who it was--though why it had to be Jameson's kid was yet another cruel twist of fate that he wasn't even going to pretend to try and understand--it was _Mary Jane Watson and another man_. Why? Did God hate him? Was this all some insanely impossible test of character in the class of life? Because if it was, he'd like to withdraw from this class right now, thank you very much. Harry hated Spider-Man, MJ hated him because Spider-Man kept pulling him away, Aunt May had gotten kidnapped as bait for Spider-Man...Spider-Man, Spider-Man, Spider-Man. He was _really_ getting sick of all things Spider-Man... 

...and at that moment, his right webshooter clogged _again_. And so did his left one. "Oh, no...no...no, not again!" he cried out in a panicked voice, desperately trying to fire even a thread as once more gravity asserted its authority over all things on Planet Earth and he began freefalling thirty stories toward the streets of Manhattan. He tried to twist to catch a wall on the way down... 

...and his fingers brushed right off the surface. 

Moments later, he crashed through a fire escape, bounced off a dumpster, and landed face down in a puddle of rain water. 

_Ow. Ow. Ow._ He noted the macabre sentiment that pain at least meant he was alive, then wondered if that was necessarily a good thing. He sat up and pulled off his wet and muddy mask, staring at his hands. "Why is this happening to me?" he moaned. He tried to fire a web again from his right wrist. 

Nothing. Not even a trickle of web fluid emerged. He tried the left one. 

Still nothing. It was like they weren't even there any more. Yeah, like that would ever really happen... 

_Be careful what you wish for,_ Uncle Ben had once told him. _You might get it._

And that was when a horrifying thought passed through his mind...the thought that he was actually losing his powers. That this wasn't some strange fluke happening, but an actual physiological change in his body. Maybe all that venom in his body from that genetically-altered spider bite two years ago had finally run its course and left him for good...or bad...or whatever. 

Or maybe he was just really, really tired. 

But the fact that he'd missed the wall when he'd reached for it bothered him. One of the few aspects of this change that he _did_ actually like was the strength and agility it had given him. He could dive fifty, sixty stories, launch a web, swing hundreds of feet, and still land like a bird on the tiniest of perches; grabbing a fingertip catch on a wall ten stories up shouldn't have been a problem. But if the webs were gone, then maybe the rest of it wasn't far behind... 

He got to his feet, stepped over to the wall, and started climbing. 

O.K., this still worked. But somehow his microscopic fingertip hooks weren't digging as deep into the brickwork as they usually did. And the brick wall felt awfully slick, almost as slick as glass... 

...and that was when he felt himself slide down half a story. He pressed his fingers and toes hard against the wall, desperate to keep from falling, because if _this_ was going, then there was no telling what a three-story fall would do this time... 

Moments later, he found out as he fell off the wall, banged his head and back against the dumpster, and fell face-first into the puddle again. 

_Ow. Ow. Ow._ Well, at least he was still alive. For whatever _that_ was worth. He sat up, shook the water off his hands, and leaned back against the dumpster, not really sure what to do now. 

A breeze swept down the alley, and a loud rattling sound filled his ears. He looked around. 

Draped over the side of the dumpster was a copy of the late edition of _The Daily Bugle_. And he couldn't read what the headline was from the angle where he was sitting, though he could see just enough of the front page picture to know it was probably another anti-Spidey rant. He reached up for it and pulled it down... 

...and _still_ couldn't read it. _Oh, great. My eyes are going, too?_ Then he shook his head._ Well, of course, dummy. After all, it was only the increased strength and coordination that made you able to focus them right in the first place._ He squinted his eyes and pulled the paper closer to his face so he could make out the headline...

* * *

**Spidey And Ock Stage Bank Job!**

Up in his room after finally finding his clothes and staggering back to the hellhole he currently called home, Peter re-read the headline for the umpteenth time that night. And it still managed to piss him off even more every time he read it. 

Angrily, he threw the paper across the room, noting with chagrin that it hadn't even made it as far as the door. At the rate his powers were leaving him, he'd likely be dead by morning. And maybe that wouldn't be such a bad thing. 

He grimaced in pain as he collapsed onto the bed from sheer exhaustion.

* * *

Amazing the things you could get by stealing. 

It had only been a day since Doc Ock's spectacular crime spree--at least, that was what this morning's _Daily Bugle_ was calling it--had begun, and already he was reaping the benefits. Of course, it wasn't really stealing, it was just an extended borrowing program. Everything would be sorted out after the fusion reaction was finished. Then he'd be able to return all this stuff ten-fold. A hundred-fold. Maybe more. 

The first thing he'd borrowed after the bank money, though it wasn't reported in the papers, was electrical power. This wasn't really stealing at all, mind you, just a programming change by one of his arms connecting into a back door port on the Power Company's main computers and ordering the circuits turned back on for the Octavius Lab Building. After all, they'd only been turned off because of some silly building code regulation that condemned facilities shouldn't have power access--something about a fire hazard--and with all the advances in the city's security systems over the past few years, it would probably take someone only a couple of years to figure out that the order override had come from an invalid source. Maybe 18 months if he was particularly unlucky. He'd be able to give back all this power and more in a few weeks if all went well, so no harm, no foul, right? 

The next thing he'd borrowed was some more computer equipment. That one had made the papers, but what else could he have done? The stuff in his lab was practically useless, and he had to have computers, so it was off to the computer store for new ones. Then off to a nearby college for bigger processors. Then off to another set of scientific labs for additional capacity. He enjoyed particularly raiding one OsCorp facility over on Long Island. That would teach that ingrate Harry Osborn to throw a temper tantrum in his lab. No one was in charge here but Otto Octavius. And that was the way it was going to stay from now on. 

The next thing he'd done was turn the phones back on to the lab, too, another unreported borrowing of assets. Now that he had computers and power, he needed phone service. High-speed internet access, too. The whole lower east side should be grateful that his arms had now overridden all restrictions in the phone company's computers for obtaining DSL service along the East River. One should always be willing to give back to one's community, after all. 

And now he was ordering some necessary equipment he couldn't get locally. Now that he actually had cash, he could pay for the stuff he was ordering. And anything he couldn't buy, he could probably "convince" the company to "donate" with a simple programming change on their secure servers, so that shouldn't be a problem. For a while. And at any rate, in a few weeks he'd be able to pay all this back, so it was all just a temporary situation. 

The only thing he needed to do now was lay low while he completed some basic setup work in his lab. That should throw the _Bugle_ and that pesky Spider-Man off the scent of his trail. 

As three arms unpacked equipment, the other struck a match and lit the big Dominican cigar Ock had found in the wreckage of what had once been his loft. Nice to have some old familiar friends around, no matter what you were doing. 

He blew out the match, then reclined in his chair and relaxed with his cigar while his dedicated assistants tended to all the work. And to think two days ago he'd wanted to die. Now, he'd never felt better in his whole life.

* * *

Peter, meanwhile, had never felt worse. But the campus doctor couldn't tell why. 

Dr. Wade Davis was trying to find the reason the young man before him was experiencing a list of vague symptoms--weakness, dizziness, insomnia, panic. His first thought was mononucleosis, a particularly common problem among college students, but the kid didn't have swollen glands or a fever, and he didn't want to give up a blood sample, so Davis had to check that one off his list. A check of his reflexes had been perfectly normal--if anything, they were a little faster than normal--and Peter's heart and lungs all sounded fine. His pulse was well within normal range, his blood pressure was fine, and as Davis peered down Peter's throat, he didn't see any signs of any kind of physical disorder. Heck, the kid was probably healthier than he was, and _looked_ fantastic--firm, hard muscles, not a trace of body fat. He had two weird scars on his wrists, though--Peter had explained them away as "an accident in chemistry class", but whenever Davis saw marks on the wrist, he automatically thought of suicide attempts. So maybe he wasn't dealing with a physical malady at all. "You seem completely not-sick to me," he told Peter. "My diagnosis? It's up here." He tapped the side of his head. 

_Oh, great,_ Peter thought_. On top of everything else, now people think I'm crazy._ But realistically, he couldn't have hoped Davis would come up with any other diagnosis. How could Peter possibly explain what his real physical symptoms were? _Doc, I can't shoot webs out of my wrists any more and I've lost all the microscopic hooks in my fingertips--can you help me?_ Yeah, that would get him locked up for sure. 

"You say you can't sleep," Davis said, tossing aside the tongue depressor. 

_Yeah, because every time I lay down, I get waked back up again by something going on in my head._ As exhausted as he was last night, every time he'd been about to fall deeply asleep, he'd replay some event of the previous day--Aunt May dangling over the street, Harry slapping him, MJ kissing another man--and he'd bolt upright in bed, drenched in a cold sweat. But again, there was no way to really articulate that to the doctor. 

"Heartbreak?" Davis guessed. "Bad dreams?" 

Hm-m. Maybe there _was_ a way to explain what he was going through. "There is this one dream," Peter replied nervously. 

Davis nodded encouragingly. 

_O.K., here goes..._ "Where...in my dream..." _You can do it, Parker...go on..._ "I'm Spider-Man." 

Davis raised an eyebrow. 

_Yeah, if you think this is crazy, Doc, you should try actually living it._ "But I'm losing my powers. I'm climbing walls but I keep falling off...that sort of thing." 

Davis tried not to give Peter a look that indicated any judgment of the dream itself. But it was pretty obvious that this kid had some sort of inferiority complex if he was dreaming he was a superhero losing his powers. "So...you're Spider-Man." 

"In my dream," Peter was quick to add. He didn't like the way Davis kept looking at him. "Actually, it's not really my dream. It's...my friend's dream." _Oh, brother. Now that may officially be the lamest excuse you've ever conjured up._

Davis nodded knowingly. _Aha. Identity crisis on top of inferiority complex. Joy. Not like I haven't seen this a million times._ "Ah, yes," he said, coming over to sit next to Peter on the examining table. "Someone else's dream." 

_Yeah, you could say that,_ Peter answered silently. After all, his dreams for Spider-Man had originally been _much_ simpler and far different than what they'd eventually become over the past two years. 

Davis made himself comfortable on the table. "So, let's talk about your friend's dream. Why do you think he climbs these walls? What does he really think of himself?" 

"That's just it," Peter said, trying to remember to keep his words couched in terms of his "friend". "He doesn't know what to think." 

Davis shook his head. "Wow, that's gotta be just tearing him up on the inside. Nothing's worse than not knowing who you are. Your soul disappears...your whole world just falls apart." 

Wow. Davis had just encompassed in three sentences a completely accurate description of how bad Peter's life had become over the last two years. Maybe this visit hadn't been a waste of time after all. Peter felt himself nodding along with Davis' assertions. 

Davis saw Peter's nod and interpreted it as a confirmation that his diagnosis was on the right track. "Maybe," he continued, "you're not supposed to _be_ Spider-Man climbing those walls at all. That's why you keep falling. Because that's not who you really are." 

Peter looked at Davis for a moment. But that _was_ who he really was. He _was_ Spider-Man. He _was_ supposed to be climbing those walls... 

...but _why_? _Why_ was he supposed to be Spider-Man? 

Because somebody else had made that decision for him. Because by letting that criminal get away two years ago, he'd unwittingly unleashed a chain of events that had rapidly spun out of his control...and from that moment forward, practically no decision he'd made in his life had actually been his choice. Everything he'd done in his life from that moment on had been because of unattractive choices placed before him, choices he'd made because he felt he had no real choice at all... 

"You always have a choice, Peter," Davis added, as if he'd been listening to Peter's internal monologue. Which he hadn't been, really, but merely reciting lines he often spoke to stressed-out students who were driving themselves crazy trying to be something they weren't just because someone had once told them it was the "right thing to do". 

But for Peter, the words were a revelation. "I have a choice." 

Davis smiled. Nice to get a diagnosis right the first time. He didn't always have that luxury. But seeing the lights go on behind Peter's eyes made it all worthwhile to him. He felt sure Peter would have a complete turnaround health-wise once those words had a chance to really sink in.

* * *

Hours later, as a particularly bad spring thunderstorm was lashing Manhattan by night, Peter lay awake in bed, looking at his hands, pondering Davis' right-on-the-money words, letting them sink in. _I have a choice. I always have a choice._

_But do I really?_

* * *

_"**All these things you're thinking about, Pete...they make me sad.**"_

_As he often was in his dreams, he was back in Uncle Ben's old, beat-up yellow Oldsmobile, dressed in the same clothes he'd worn the last time he'd seen Uncle Ben alive, sitting next to Uncle Ben, who was also dressed in the exact same clothes he was wearing that day, both of them in the exact same positions they'd been during their last fateful conversation. And, as he often was in his dreams, he was getting the "power and responsibility" lecture from Uncle Ben again. But this time, he really didn't want to hear it. "**Can't you understand?**" he pleaded. "**I'm in love with Mary Jane.**"_

_Uncle Ben, his hair white, his skin wrinkled, his voice full of sage wisdom, gave Peter a pitying look. "**All these times we've talked of fairness...justice...honesty...I've counted on you to take those dreams out into the world and live those dreams every day.**"_

_Peter looked frustrated, just as he had that last fateful night, upset that Uncle Ben just was not getting it. Even in his dreams, he couldn't catch a break. "**I can't live your dreams any more. I want a life of my own.**"_

_Ben sighed, just as he had that last fateful night. "**You've been given a gift, Peter. With great power comes great responsibility.**"_

_Ah, yes, there they were. Those six hard, demanding words. Those same six words that were burned into his psyche, imprinted there with blood and gunpowder and tears and sweat in one horrific night two years ago. He knew them by heart, heard them recited every morning as he arose, listened to them echo in his ears every time he had to cast something aside to go out and save the world..._

_...and he was sick of hearing them. He was completely, totally, utterly sick of having his whole life's path dictated to him by six stupid words._

_Ben extended his hand toward Peter. "**Take my hand, son.**"_

_Peter stared at the hand for what felt like an eternity. Then he shook his head vigorously. "**No,**" he said, his voice choked with tears and anger._

_Uncle Ben looked pained, the same pain that had been on his face when he was lying on the sidewalk and bleeding to death outside the Public Library. It was another image that had been forever burned into Peter's psyche._

_But it was an image that would never manipulate his life again. "**No, Uncle Ben,**" Peter repeated, feeling hurt and angry but also strangely empowered. "**I'm just Peter Parker. I'm Spider-Man...**" He reached deep inside himself for the courage to actually say the words. **"...no more.**"_

_Uncle Ben's whole countenance seemed to shrink away. He seemed so far away on the car seat as Peter kept repeating his decision. "**No more...no more...**"_

* * *

"...no more..." 

The sound of the words spoken aloud startled Peter, and he looked around. 

He was back in his own room. The storm was building in intensity. Lightning was flashing, thunder was booming...and his own heart was pounding with terror. But it was a terror that he knew he could overcome. 

But there was only one way to do it. 

He got out of bed and crossed the room to his closet.

* * *

Moments later, he was standing before the garbage cans in the alley behind his boarding house, holding his costume, mask, and gloves crumpled up in a ball in his hands. He stood still, looking at the cans...then at the suit...then at the cans...then at the suit... 

_...no more,_ he reminded himself. 

And then he dropped the suit in the garbage. 

The mask stared back at him, its white-silver eyes reflecting the lightning flashing across the sky. 

But there was no life in those eyes. And there never would be again. Because he was Spider-Man no more. 

He resolutely turned around and walked out of the alley. 

The mask's white-silver eyes finally went dark as the storm faded away.

* * *

**(End of Part One)**


	2. Finding A Strong, Clear Focus

_Previously: MJ got engaged, Harry got plastered, Doc Ock got chummy with his new arms, and Peter got rid of his red-and-blue itchy costume..._

* * *

The sun came up the next morning. And Peter had never been so happy to see it in his entire life. The tune playing on his clock radio had _never_ more perfectly matched his inner mood, which was as bright as the lights reflecting off the windows of Manhattan.

* * *

_Raindrops keep falling on my head..._   
_And just like the guy whose feet are too big for his bed,_   
_Nothing seems to fit,_   
_Those raindrops are falling on my head, they keep falling..._

* * *

It had been easier to get dressed this morning. No more itchy spandex, no more hot neoprene, no more having to choose shirts that would cover up the red and blue underwear, no more overstuffed pockets holding yet more spandex and neoprene...just a grey t-shirt, a white pinstriped button-down, and black jeans with refreshingly empty pockets. Wow. How long had it been since he'd worn white without five t-shirts to hide the colors underneath--two years? Too long. Far too long. 

He left the building and ignored Ditkovitch's tired tirades, deciding to just stroll down the sidewalk and take his time walking to class. Wow. How long had it been since he'd actually just walked anywhere--two years? Too long. Far too long. 

And then he tripped over his own feet. Despite himself, he actually smiled about it. Wow. How long had it been since he'd tripped over his own feet--two years? Too long. Far too long. 

By the time he'd tripped the third time, though, the novelty had worn off. He finally figured out why he kept tripping--because he was missing seeing the cracks in the sidewalk, cracks he'd either deftly avoided or soared over for two years now. Good thing he'd actually been able to find an old pair of glasses in his room. He'd kept them as a reminder of a life lost, of a time that seemed so far away...but now, as he put them on and adjusted to the slightly distorted vision they gave him, he found himself actually liking the view. Wow. How long had it been since he'd had to squint through too-thick lenses that didn't quite do the trick--two years? Too long. Far too long. 

He brushed himself off, then strolled on, taking in life in a way he hadn't done for two years. 

Too long. Far too long.

* * *

_So I just did me some talking to the sun..._   
_And I said I didn't like the way he got things done,_   
_Sleeping on the job,_   
_Those raindrops are falling on my head, they keep falling..._

* * *

It was amazing what a change in attitude could do for a person's life. Peter was on time for his morning class for the first time in two years. And for every other class that day, too. 

He had time to make it to the _Bugle_ between classes without feeling rushed or harried for the first time in two years. And this time he'd been rewarded with a nice, fat, paycheck that he actually got to keep most of. 

He had time to pay his rent to Stefan Ditkovitch without a shouted reminder, and even enough money to pay the next month in advance so Ditkovitch would actually wait a day or so before shouting at him again. 

And he still had enough time and money left over to buy repair parts for his moped and spend the afternoon repairing it. He'd enjoyed it more than he'd ever have believed possible, even when the wheel he thought he'd fastened into place went flying out of the open window of his fifth-story room and down into the alley when he'd given it a test spin. He actually enjoyed not being able to catch it before it hit the ground; he hadn't even tried to fire a web on reflex to snare it out of the air or dive off the balcony to grab it like he'd gotten used to doing. It didn't even bother him that he'd have to walk down the stairs like a normal person and get out to the back of the building before the garbage men did. It felt good to do the normal things that normal people did, things he hadn't done in two years. 

Too long. Far too long.

* * *

_But there's one thing I know--_   
_The blues they send to meet me won't defeat me..._

* * *

As the days passed, there were some moments of self-doubt. Like the time he'd just finished getting a hot dog from a corner vendor between classes when two police cars, three patrol officers on foot, and a tactical van sped past him, all clearly bound for some crime happening nearby. He'd watched them go and felt just a twinge of the old calling. 

Then he'd shrugged it off and bitten into his hot dog with delicious abandon. Because when you didn't have great power any more, it was _really_ nice to not be burdened with great responsibility, either.

* * *

_It won't be long till happiness steps up to greet me..._

* * *

Instead of chasing criminals, Peter was finding pleasure in chasing down answers to test questions. 

And in researching lab problems. 

And in finally finishing his report on molecular fusion. 

And in getting caught up on his homework. 

And in sitting in a classroom knowing the answer to a question in Dr. Conners' class when no one else did. 

And in getting called on to actually give the answer. 

And in getting a smile from Conners in response.

* * *

_Raindrops keep falling on my head,_   
_But that doesn't mean my eyes will soon be turning red--_   
_Crying's not for me--_   
_'Cause I'm never gonna stop the rain by complaining..._

* * *

"Nice work today, Parker," Conners had complimented as Peter left the classroom one morning after the most productive week of school he'd had in two years. "Keep it up." 

Peter smiled goofily. What an incredible week. He knew now he'd made the right choice on that rainy night, his first _real_ life choice in two years.

* * *

_Because I'm free..._

* * *

He felt free. For the first time in two years, he truly felt free.

* * *

_Nothing's worrying me..._

* * *

"Oh, I am really not wicked at all, Cousin Cecily," the actor playing Algernon was telling Cecily Cardew in the second act of _The Importance Of Being Earnest_. "You mustn't think that I am wicked." 

"If you are not," Cecily replied, "then you have certainly been deceiving us all in a very inexcusable manner. I hope you have not been leading a double life, pretending to be wicked and being really good all the time. That would be hypocrisy." 

As she always did after delivering that line, Mary Jane Watson turned to look out at the audience as if to let them in on her little snide dig at the man who was wooing her in this play about manners, deceit, and mistaken identities. And as usual, she was greeted by a sold-out theatre, not an empty seat in the place...including one in the tenth row, just at the outer edge of where the stage lights were able to illuminate...one that was filled with the last person she ever expected to see filling a seat. 

"Hi," Peter mouthed, smiling at her. 

She completely lost her place in the play. For one brief moment, there was no Cecily, no Algernon, no directors, no cast, no audience, no one else in the theatre except the one person she'd never actually expected to ever see again after the angry barrage of venom she'd hurled at him not quite two weeks ago. But she was glad to be wrong--and surprised at how glad she was about it. "Hi," she mouthed back, smiling nervously. 

Peter beamed. It had been so long since he felt like she was actually happy to see _him_. Not happy to see Spider-Man, not pretending to be happy to see him, but really, truly, honestly happy to actually be seeing _him_. And boy, was he happy to see her. 

"I am glad," came a hiss from off-stage. 

MJ still hadn't taken her eyes off Peter. He was dressed a little casually for a show, and he was wearing his glasses--she hadn't seen those things in two years. With the way his scattered brain worked, she figured he'd probably just lost his contacts. But she never thought she'd ever actually see him again after the way she'd chewed him out two weeks ago... 

"I am glad," the stage manager hissed again, trying to get MJ back into character. 

Peter smiled knowingly. It really was hard to keep up with a double life, even when you only had to do it for a few hours a night in front of a small audience. Yet another good reason for him to have thrown his costume in the trash two weeks ago. 

"Are you...glad to hear it, Cousin Cecily?" Algernon prompted. 

That got MJ back into the character. "I...I am glad...to hear it." But she couldn't stop looking at Peter between her lines. Tonight, he wasn't an empty seat. Was this a fluke? Or the start of a new trend? 

And, for God's sake, why _now_? She was just starting to get her life back in order, she'd finally managed to put Peter Parker and his schizoid personality and myriad lame excuses behind her, she was getting married in just a few short weeks. Why had he shown up _now_? 

And why, in the name of all that was just and holy, was she even thinking about him in any way other than pure contempt? No one could change _that_ much in two weeks, could they? 

Could they?

* * *

"Wow, what a great play," Peter was raving as he and MJ walked down the street together after the show. "You were so wonderful." 

No, she hadn't been, MJ knew in her heart. It had been a _really_ off night for her, probably her worst performance ever in the show. And it was because she'd been completely caught off-guard by an empty seat being filled. "You could have told me you were coming," she responded, still feeling embarrassed and confused by her reaction to seeing him. Heck, she wasn't even sure why she was walking down the street with him. She didn't love him any more, she knew that with every ounce of conviction in her soul, but something inside her kept feeling giddy and silly in his presence, and when she found him standing outside the stage door, glasses off again, showing off those puppy-dog-innocent blue eyes and smiling that crooked, goofy smile of his, she couldn't help the feeling of wanting to understand why he was there, why he'd come. This was so confusing, and so maddening. How did he always manage to do this to her? And why was she still letting him? 

"I was afraid you'd say 'Don't come'," he responded. 

Well, that's true, she probably would have. So maybe it was better that he hadn't told her, because she'd have been stewing about it all through the show. But how would that have been any better or worse than what had happened tonight? Ugh. This was really getting frustrating. 

And yet she couldn't take her eyes off him. The entire night, no matter where she was on stage, as soon as she'd realized he was there, she'd made eye contact with him in every single scene the whole rest of the way through the play. And even now, she kept looking over at him, trying to figure out what was catching her attention. "You look different," she finally said aloud. 

He smiled. Nice to see she'd noticed. "I shined my shoes," he said brightly. "Pressed my pants...did my homework..." He looked right at her. "I do my homework now." 

The way he put such emphasis on that point told MJ that he obviously meant for that to impress her. And she didn't like where she was beginning to realize this discussion was going... 

"You want to go get some chow mein?" he continued. 

Yep, she was right. He was once more trying to suck her back into his topsy-turvy world, dangle her on a string like a cat toy for him to bat at occasionally and then ignore when he got tired of her. She stopped and turned to face him to make sure he understood her next point quite clearly. "Peter, I'm getting married." 

_Yeah, I remember, I was there,_ Peter's inner snarker retorted. He got mad at both MJ for reminding him and himself for slipping back into _that_ mode again, then got his reaction under control as they started walking again. "I always pictured you getting married on a hilltop." 

Wow, if that wasn't the dumbest pickup line she'd ever heard..."Who's the groom?" she asked sarcastically. 

"You hadn't decided yet." 

Damn, he was dense. Why was he not taking the hint? "You think that just because you came to see my play that you can talk me out of getting married?" She threw up her hands in exasperation as she started walking a little faster. 

The old Peter would have turned away and let her go. But the new Peter had learned a few things about himself over the past couple of weeks. And one thing he'd learned was that if he wanted something in life bad enough, he could get it if he just put some effort into obtaining it. He kept up with her every step. "You once told me you loved me," he reminded her. 

She couldn't believe he was bringing _that_ up now, of all things. She wanted so badly to say _that was two years ago, you idiot--times have changed._

"I let things get in the way before," he continued, determined to get her to see that times had changed. "There was something I thought I had to do before. I don't have to any more." 

Wow, he was persistent. That was indeed something different. But it wasn't a difference she was necessarily sure she liked. "You're too late," she told him as she shook her head and kept walking. 

"Will you at least think about it?" he pressed. 

She was incredulous that he wasn't letting up on this. "Think about _what_?" 

Yeah, what _was_ it that he wanted her to at least think about? He hadn't exactly thought this far along himself; he'd assumed--incorrectly, he now realized--that she would be able to figure it out herself. "Picking up where we left off," he finally said. 

She let out a dismissive snort-laugh. "Where was _that_?" she scoffed? "We were never on! You can't get off if you never got on!" 

Somehow he didn't think she intended that sentiment to come out quite _that_ way. Still, he got her point, though he didn't agree with it. "I don't think it's that simple..." 

"Well, of course you don't!" she snapped, really getting tired of this faux naïve persona he was now sporting. "That's because you always complicate things!" She picked up her pace even faster. 

Now he was angry, too, because he'd spent the better part of the last two weeks trying to _uncomplicate_ everything in his life--why couldn't she see that? How many different ways did he have to tell her? "You don't understand!" he said, grabbing her arm and turning her to face him. "I'm not an empty seat any more! I'm different!" He felt his voice catch. "Punch me and I bleed." 

Well, it wasn't the most poetic pickup line she'd ever heard. But there was something about that expression on his face, fierce determination mixed with deep pain, that was disarming...and he always sounded so lonely and pathetic when his voice cracked like that... 

_No,_ her rational mind replied. _You've changed, too. It doesn't matter if he really has changed...it's too late now. You have a life of your own._

"I have to go," she finally said, turning away. Fortunately there was a cab right on the corner, because she just knew that if she'd had to stand there and wait for one, he'd manage to find the right words to get inside her head and suck her back into his screwed-up life yet again and... 

...and then she noticed as she prepared to get into the cab that he hadn't yet walked away. 

"I'm getting married in a church," she announced, trying to see if she could somehow get through that thick skull of his. 

He sighed, but would not turn away. He was not going to walk away from this, not as long as there was still a chance, any chance at all... 

She couldn't believe it. He was still looking at her with the same expression of fierce determination mixed with deep pain on his face. He hadn't given up and turned his back on her, like he did that bitterly cold November morning two years ago, when she'd declared her love and he'd pushed her away for reasons that seemed too bizarre to even think about now... 

"You _are_ different," she said, scarcely daring to speak above a whisper. Then she got in the cab and closed the door. 

Peter waited until she was safely inside the cab before fetching his glasses from his pocket to watch her go. He wanted her to look into his eyes, see the real and honest sincerity in them, without any kind of mask or lens or anything else in the way. Maybe she'd understood. Maybe he'd gotten through to her. 

And maybe he was just trying to fool himself again. It wouldn't be the first time. Maybe he hadn't changed as much over the past two weeks as he'd like to think he had. 

Dejected, he trudged off into the night.

* * *

"Dear, for the last time," Jameson was telling the phone receiver for what wasn't the first time and most likely wouldn't be the last despite his fervent hopes, "we are supposed to be putting on a wedding, not spending ourselves into bankruptcy." 

Robbie shook his head as he rearranged paper cutouts of the text and graphics on a mockup front page layout for this afternoon's edition--"Doc Ock Still At Large". Jameson had been having pretty much this exact conversation with his wife every day for almost three weeks now, ever since his son had announced his engagement that night at the planetarium. And, he noted sadly, he'd been laying out pretty much this exact same headline for most of that time as well. Ock's crime spree was front page news everywhere in New York, and it showed no signs of letting up; this time, the metal-armed maniac had stolen steel girders and heavy-duty electrical wiring from a construction project, and three workers had died trying to protect their materials. Not for the first time as he re-used the artist's sketch of the mad Octavius as he'd looked escaping from the hospital the first time he'd been spotted, he wondered where Spider-Man was now. No one had seen him since the "bank job" that Jameson had insisted on implying that they'd staged together, and as far as he could tell from reading the competition, no one had seen Spider-Man _anywhere_ in the city, doing _anything_. And that was bad. In two years, Robbie had never seen more than two consecutive days go by without _some_ sighting of Spider-Man by somebody somewhere in Manhattan. Even the world's luckiest action photographer, Peter Parker, hadn't come anywhere near the _Bugle_ since he'd dropped off the roll of film from the planetarium party. Yes, Jameson had paid him surprisingly well for those pictures--helped by Betty Brant misplacing a decimal point on the actual disbursal slip for the cash box, Robbie had noted but hadn't dared tell his penny-pinching boss--but by now Peter should surely be running low on funds and come back with more pictures... 

...if Spider-Man were actually anywhere around to be photographed, that is. 

Robbie decided he didn't like where that thought was going and returned his attention to his layout. 

"Caviar?" Jameson bellowed into the receiver, oblivious to Robbie's wandering attention. "Who did we invite to this thing, the Czar? Get some of those cocktail weenies...maybe some cheese and crackers..." 

A tap on the door from Betty Brant got everyone's attention. "Mr. Jameson..." 

Jameson looked up at the sound of Betty's voice, almost relieved at the interruption. At least it saved him from another near-coronary caused by his wife's penchant for spending his hard-earned money. "What?" he said in the nicest gruff tone he could muster. 

"There's a garbage man to see you," she said, nodding toward the grime-encrusted waste disposal engineer standing in the doorway next to her. "He says you really need to see this." She gestured at the wrinkled and torn "Medium Brown Bag" from Bloomingdale's that the man was carrying and clutching as if it were housing a priceless treasure. 

Jameson put his wife on hold and lowered the phone from his ear as he grimaced at the smell wafting from the man and his must-see prized possession. "I hope that's not the head of an extraterrestrial," he said, gesturing at the bag. "Because if it is, you're the third guy this week..." 

...and then all words became superfluous when the man pulled something out of the bag. 

It wasn't the head of an extraterrestrial. It was the mask of Spider-Man. 

Betty drew back. _No...no, it can't be real...it can't be..._

Jameson thought his eyes were going to pop out of his skull as he dropped the phone to the desk. All these years he'd called for Spider-Man's head on a platter, and here it was. This was officially something to celebrate. 

Robbie snatched the mask away, startled to realize as he touched it that it wasn't some cheap costume store imitation, but the real thing, its texture feeling just as it looked in Peter's pictures--red neoprene, white-silver polarized lenses, heavy black rubberized cord web lines. "Where did you get this?" he demanded. 

"From the garbage," the man replied defensively. "Found it in a dumpster load." 

"I don't believe this...," Betty whispered. 

Jameson snatched the bodysuit out of the man's bag and held it up before him. "He's thrown in the towel!" he realized. "Flown the coop! Given up his sad, pathetic masquerade!" He laughed heartily. "I finally got to him! All hail the triumphant power of the press!" 

"Yeah, yeah," the garbage man said. "Look, I think I should get paid _something_ for this." 

Jameson groaned. Everybody was out for money these days. What happened to the good old days when news scoops were free? "I'll give you $50 for it." 

The garbage man looked offended. "I can get more than that on eBay!" 

Jameson rolled his eyes. "All right, make it $100. Miss Brant, give this man his money. And throw in a bar of soap." 

Betty looked disgusted. Jameson was not only a cheap bastard and classless snob, but a sore winner to boot. "Your wife is still on that line," she said, gesturing to the phone. 

Jameson snorted derisively as Betty led the man away, then released the hold he'd put on his wife's call, only to find her still jabbering away about this state celebration that his son's wedding was rapidly evolving into. "_Flowers_?" he said incredulously as she described her latest plans. "Keep spending money at this rate and you can pick the daisies off my grave!" 

Robbie didn't like the thought of graves as he just kept staring at the outer shell of a man he'd never met but felt he had come to know very well over the past two years. No wonder no one had seen him for three weeks now. No wonder Ock was still on a rampage. 

And no wonder Peter hadn't been around. 

Robbie fought to hold his emotions in check as his hands crumpled the empty mask and his mind went a thousand different directions, all of them unnerving and unappealing. Spider-Man was gone. He didn't want to believe the man had simply given up, but the alternative was far more frightening to ponder... 

"Gotta run," Jameson continued to his prattling wife, oblivious to the pain evident in his City Editor's expression. "Big story brewing." He slammed down the receiver, then held up the costume once more and laughed triumphantly.

* * *

"Spider-Man, Spider-Man...where have you gone to, Spider-Man?" the Asian violinist street musician was singing an hour later outside a local newsstand, where the photograph of the empty costume on the _Bugle_'s front page served to make it official: 

**Spider-Man: No More!**

* * *

The man who'd first uttered those words three weeks earlier wasn't regretting them. But he _was_ finding out that being "normal" wasn't all it was cracked up to be. 

Peter felt as if he were kicking himself more frequently than ever these days. How naive he'd been to think that just by discarding the suit, he could undo the past two years' worth of pain, misery, and deceit. Sure, it felt good in the first few days to be just like everybody else for once. But three weeks later, when all was said and done, he was just another 20-year-old single guy with no job, no friends, a super-demanding schedule, and a crappy, rundown apartment, like a zillion others in the city. His life wasn't really any better than it had been three weeks ago; now, instead of fighting crime and nursing bumps and bruises, he was fighting loneliness and nursing a broken heart. It took the same amount of time and the same amount of effort, and offered the same lack of real reward...with the same lack of endpoint in sight. MJ had rebuffed his advances, Harry still wasn't talking to him, and Aunt May was in deep mourning because tomorrow was the two-year anniversary of Uncle Ben's death. It was as if nobody gave a damn whether he lived or died any more. At least before, as bad as it had gotten at times--and it had gotten really, _really_ bad--most of the time he'd actually felt needed...and wanted. Sure, it wasn't the most convenient kind of needing or wanting, but it was better than what he was going through _now_. 

As he walked home from class, pondering the bad hand life continued to deal him, he passed a dark alley. From inside the alley, he could hear voices, angry ones shouting harsh epithets and criminal-sounding orders to "hand it over" and "give it up" and a frightened one calling out desperately for help. Instinctively, he turned to do something... 

...and then remembered there was nothing he _could_ do. Because he was Spider-Man no more. 

As punches flew and cries of pain filled the air, Peter turned and walked away, feeling less certain of his new life choice than ever.

* * *

The wind swept across the Forest Hills cemetery, blowing leaves and branches across the graves much like it had two years ago on this day. Spring had been late in arriving this year, and the barren trees and dead foliage on the ground seemed perfectly suited to the somber mood both Peter and May Parker were in as they held a small, personal memorial service before the headstone reading "Ben Parker--Beloved Husband And Uncle". May had been kneeling before the grave in prayer, and now she was brushing away the leaves and emptying out the in-ground vase to prepare it for the new flowers she'd brought--daffodils, the first flowers Ben had ever given her when they were courting. "He was a good man," May pronounced. "A peaceful man. He didn't deserve to die like that." She put the flowers in the vase, then wiped away her tears for what felt like the hundredth time that day. "And it's all my fault." 

Peter couldn't believe it. Why was Aunt May blaming herself? In the two years since Uncle Ben's death, she'd never actually voiced these sentiments to him...but as he watched her lovingly stroking the headstone, tears staining her cheeks and soaking the edges of the scarf she'd tied around her head and tugged toward her face to stave off the angry wind, he realized that she was expressing out loud a burden of guilt that she likely struggled with every day. 

But it was misplaced guilt. And he knew that. He knew whose fault all of this _really_ was. And it was time he finally acknowledged that to the woman whom his actions, or lack thereof, had most affected. After all, that part of his life was now over. Maybe finally taking public blame for his mistakes would help him take the next step in his personal rehabilitation. 

At least, he hoped so. He hoped he wasn't just fooling himself yet again. 

He helped Aunt May to her feet, and they walked back to the car in silence.

* * *

A half-hour later, only the whistle of a teakettle broke the silence engulfing the Parker home like a shroud. Though May Reilly Parker had lived most of her adult life in the U.S., many of her personal habits and day-to-day activities were still very much reflective of her life growing up in Britain. Afternoon tea was one of those activities. Even though she was all alone and had no one to share her life with anymore, May still insisted on having tea and cookies every afternoon around 4:00 P.M. Peter had thought it was a dumb thing when he was growing up, but now that he was older and wiser, he understood the comfort that traditions could bring. 

He also understood the pain that misplaced blame and profound grief could create. And now, as May brought a pot of freshly brewed tea into the dining room, it was time to take away that blame from her and put it squarely on the shoulders of the person to whom it truly belonged...himself. "Aunt May," he said quietly, "you don't have to punish yourself." 

"Oh, I know I shouldn't," May replied, pouring tea into Peter's cup and trying to sound more upbeat than she felt. "It's just that...well, you wanted to take the train downtown, and he wanted to drive you. And if I had just stopped him..." She poured herself a cup of tea and took a slight breath to calm her emotions. "...then we would all three be sitting here having tea together." She took a seat at the table, spooned sugar into her cup, then stirred it and took a sip to warm her body and soothe her soul. 

Oh, boy. This was going to be harder than he thought. She was _really_ looking at this whole thing the wrong way, _really_ heaping far more blame for this situation onto herself than she would ever truly deserved, even if she'd actually _ordered_ Uncle Ben to drive him into the city that fateful night. And even if she had done that, it still wouldn't even come close to the _real_ truth of what had happened that night and why Ben Parker had ended up on the wrong end of a thief's gun. He would have to tell her a lot more than he thought he was going to have to at first. What to say? Where to even begin? 

"I'm responsible." 

He was as surprised as anyone to hear himself actually say those words in that fashion, but he'd blurted them out without realizing, and now there was no turning back. He took a sip of his own tea, trying to look more casual than he felt. 

May looked at him oddly. "What do you mean?" 

"I'm responsible for Uncle Ben's death." O.K., this was a major leap forward. He'd actually said the words out loud _twice_ now. That was twice more than he'd ever said them before. Maybe this would be easier than he thought. 

May was very confused. What was he talking about? Why was _he_ taking on the blame? "But...you were at the library. You were doing your homework." 

"No," Peter said, trying to keep from losing what little nerve he still had. "He drove me to the library, but I never went in." 

Now May was really confused. If Peter wasn't at the library, than where had he been all that time? Ben had come back from the first drive downtown, mad as Hell, and plopped himself in front of the TV for almost three hours before he left to pick up Peter again, on the last night she'd ever seen her beloved husband alive. But if Peter hadn't actually gone to the library, where had he gone? And did Ben know about this? What could possibly have been so important for Peter to do that he didn't want his family to know he was doing it? "What do you mean?" she finally asked. 

"I went...somewhere else, some place where I could win some money to buy a car, so I could impress Mary Jane." He could feel the emotions building up inside him, as if it were happening right in front of him once more. "It all happened so fast...I won the money, but the guy wouldn't pay. And then he got robbed. The robber was coming right at me. And I could have stopped him, but I wanted..." He searched for the right word to crystallize the range of selfish thoughts he'd had as the wild-eyed man with the gun had run toward him. "...revenge." Now the tears were rising from the depths of his pain. "So I let him go. I let him go...and he got away." 

May just stared. She'd never heard this part of the story before. And she wasn't sure she wanted to hear the rest of it, because she already knew how it ended... 

"He needed a car," Peter continued, his eyes rimmed with tears that were threatening to spill over. "He tried to take Uncle Ben's. Uncle Ben said 'No'. So he shot him." Now he didn't care if they spilled over or not, because absolutely nothing was going to stop him from finishing this story. "Uncle Ben was killed that night for being the only person who did the right thing." Peter took a breath to draw enough strength to continue, because this was the most emotionally draining thing he'd ever had to do in his life. "And I..." The tears were streaming down his cheeks, and his voice was cracking with the emotion bursting forth from inside him. "I...held his hand and watched him die." He reached across the table and clasped Aunt May's hand. "And I have tried to tell you this so many times..." 

May slid her hand out from under Peter's as if she were recoiling from a snake. In mere seconds, her expression ran the gamut from confused to pained to horrified. 

Peter looked at her, desperately hoping that she would understand, that she would forgive him, that she could somehow grant him the absolution he'd been seeking for the horrible sin of not understanding that with great power came great responsibility... 

...and slowly realizing that it was far more likely that she couldn't...and wouldn't. 

May stood up, backed away from the table, and ascended the stairs deliberately and resolutely. 

Then she slammed the door to her bedroom. 

That thud echoed in Peter's ears louder than the loudest gun blasts from a thousand criminals.

* * *

There were thudding noises coming from along the East River, too. But those weren't from gunshots or doors slamming. They were the sounds of massive tentacles stomping on a steel platform in the wreckage of Octavius Labs, shoving a gigantic new actuator arm into position. 

It had been a miracle, really. He'd accomplished in less than a month's time a myriad amount of redesign, re-engineering, and just plain start-over-again-from-scratch work that had taken him almost a year to complete previously. There were times the benefits of experience came in handy; there was something to learn from every experiment, even the unsuccessful ones. The reactor overran the containment field last time? Build it bigger. There wasn't sufficient space to build it bigger? Clear out more wreckage and make room. Not enough equipment? Get more. Not enough power, both computing and electrical? Steal it. 

As his arms finished the wiring on the actuator, Ock went through his mental checklist for the completion of his new molecular fusion generator. Electrical power? Check. Command and control stations? Check. Actuator arms? Check. Magnetic generators? Check. Plasma lasers? Check. Tritium? 

Tritium. Now _that_ wasn't something that he could buy on eBay. Nor anywhere else, for that matter. There were only 25 pounds of it on the whole planet, and most of those pounds were controlled by government agencies that were tightly regulated and extremely secure. Facilities that dealt with highly radioactive substances tended to be that way, he reminded himself. That was why he'd had to secure private funding--no government organization would finance private research with nuclear materials; there was too great a risk of the precious elements falling into nefarious hands. There were only a handful of defense contractors who even had access to the stuff... 

...and one of them was OsCorp Industries. 

Ock smiled. He _had_ wanted to complete this project as a way to show up that snot-nosed Harry Osborn, teach him a lesson about who was _really_ in control. But it occurred to him that there might be a better way to do just that. 

"There's just one more chore," he told his constant companions. 

The tentacles snapped their pincers gleefully.

* * *

As lightning from a spring thunderstorm lit up the gothic architecture of Osborn House like some kind of haunted mansion in a bad horror movie, Harry Osborn angrily threw another folder onto the pile of papers strewn across his father's...no, _his_ desk, Harry reminded himself yet again. Funny how in the two years since Spider-Man had stolen Norman Osborn from Harry's life, Harry still couldn't stop thinking in terms of things still being his father's. His father's company. His father's house. His father's study. His father's liquor cabinet, well-stocked with a number of fine spirits, including his father's favorite bourbon, Maker's Mark, a bottle of which seemed to be Harry's constant companion these days. That, and the ever-present and ever-growing collection of reports and photos and newspaper clippings about Spider-Man, though those had been drying up as of late. Unlike Harry, who was slamming down yet another glass of the smoky-tasting whiskey as he stared at the item atop the mess on the desk. 

His father's homicide folder. Though the folder itself sported an official "Person Of Interest" dossier for Spider-Man on the front cover, the coroner's final report inside it had for all intents and purposes cleared Spider-Man of involvement in Norman's murder, indicating that the blades that had pierced completely through Norman's groin and severed his arteries were moving at speeds approaching 100 MPH; in the summary findings, the report cited several police RADAR gun studies indicating that even the amazing Spider-Man couldn't reach those speeds on either web swings or building-to-building leaps. Of course, this same coroner's report also stated that the metal from which those murderous blades were made was some kind of unknown compound not sold commercially and was probably from a private manufacturer in origin, possibly even a defense contractor, which Harry knew was just preposterous. Next they'd be implying his father had killed himself with one of his own weapons. The whole thing was a mockery of what Harry knew to be the truth. He'd seen it for himself--Spider-Man, standing over his father's body, by his father's chaise lounge, in his father's study. If the bug wasn't the murderer, he sure as Hell knew who _was_, and Harry was determined to find him and make him pay for what he'd done ... 

"I'm leaving for the night, sir." 

Oh, yes, one more thing of his father's in this house, his father's majordomo. Harry sighed as Bernard, the long-time faithful servant of the Osborn family, had once more barged into Harry's private world and intruded on his private grief. Of course, the fact that the man was standing 20 feet away, barely inside the doorway, with the door only opened just enough for someone to be able to see that there even was a person standing there, didn't really matter to Harry; it was the intent that was important. Of course, someone's intent was whatever Harry's clouded mind could dream up at that moment, which was really all that mattered in Harry's delusional judgment. He muttered a slurred "Fine" as he brushed his hand at the air dismissively to send the butler away. 

Bernard sighed as he saw the massive collection of clippings scattered across the desk yet again. "Your father only obsessed over his work." 

"Good night, Bernard," Harry snapped in a tone that indicated he did not want to talk about this any more. 

Bernard shook his head and closed the door. 

And Harry was alone once more in his father's study, with his father's booze, obsessing over his father's killer. He growled as he spotted the headline that had become yet another mockery of his personal pain... 

"Spider-Man: No More!" 

Harry pounded his fist on the pile. It couldn't be true. Spider-Man no more? Impossible. After all, Harry himself was still alive, and as far as he could tell, Spider-Man's entire mission in life was to destroy the Osborn family, one connection at a time. He'd snatched away his beloved MJ at Times Square and stolen her heart. He'd consumed all of Peter Parker's time and attention, to the point where Peter would rather protect his source of income than help Harry find his father's killer. He'd manhandled Harry like a toddler just when Harry had been about to assert control and save Octavius' disastrous demonstration and rescue his millions of dollars worth of investment, all of which had gone down the tubes when that stupid bug wrecked Octavius' experiment before the expensive tritium could be re-harvested and the equipment salvaged. 

And he'd murdered Norman Osborn two years ago and left his body practically at Harry's feet. 

"Where are you?" he muttered, feeling the rage growing inside him once more. He pounded his fist atop the papers again. "Where are you?" he shouted into the air. 

Only the rumble of far-off thunder answered him. 

Harry wiped the sweat from his brow and wandered over to the French doors leading to the balcony to get some air. The strong breezes sweeping up the sides of the house swirled leaves in odd patterns across the stone floor, and the air was brisk and chilling as the foreboding storm flashed its electrical warning signs behind the clouds nearby. 

The thunder kept rumbling. It seemed especially loud to Harry, pounding in his ears, practically shaking his entire body... 

...and then he realized it wasn't his body that was shaking. It was the balcony. No, it was the whole house, shuddering as if an earthquake had taken hold of it, or as if a giant were stomping down the street toward it. He could hear crunching and grinding noises now, growing ever louder in harmony with the earthshaking thuds. And the booming shock waves were getting stronger...and closer...and stronger...and closer... 

...when suddenly they stopped. 

Unnerved, Harry cautiously peered over the edge of the balcony... 

...and a tentacle smashed its metal fist into his chest, sending him flying. 

Harry hit the deck six feet away. His eyes widened in shock as he saw the tentacle charging for him once more... 

...and then stop to catch his falling glass of bourbon in mid-air, caressing it as gently as a hand holding a crystal brandy snifter. 

"Hello, Harry," a familiar voice said mockingly. 

Harry looked up...and looked right into mirrored lenses. But not the ones he'd been obsessing over for two years now. Instead, the mirrored lenses were from sunglasses perched on the face of Otto Octavius, who was now standing atop the balcony railing, balanced there by two more of those ungodly tentacles. _My God, he really does look like an octopus,_ he realized through his alcohol-dulled senses. "Otto," he whispered in a frightened voice. "Wh-wh-what are you doing here? What do you want?" 

The tentacle that had caught Harry's glass of bourbon obligingly brought it to Ock's lips, and he downed it in one satisfyingly warm shot. _Maker's Mark,_ he mused. _The boy has taste. Or more likely, his father did._ "My precious tritium," he said disarmingly. Then the tentacle hurled the glass aside as Ock stepped off the balcony rail, peeled off his glasses, and menacingly approached the cowering Osborn brat. "But I need more of it this time. A lot more." 

"Tritium?" Even Harry knew that was an insane demand. "Are you crazy? You almost destroyed the city last time! You blew up your lab, you practically killed everybody in the place, and you cost me a fortune! I'm not giving you _anything_, you stupid hack..." 

Another tantrum. Why did this not surprise him? And people wondered why he'd given up teaching all those years ago. There were times he'd wanted to do to those irresponsible pampered rich kids in his classes exactly what he was about to do to Harry Osborn... 

An obedient tentacle snared Harry's right leg and lifted him into the air, then rotated and dangled him upside down over the streets below. 

"No!" Harry screamed in terror. "Wait! Wait! I'll make you a deal! I will--I'll make you a deal! Just put me down!" 

Ock merely smirked at Harry for a moment, as if seriously considering dropping him to his death just for the Hell of it, then another tentacle flashed out and grabbed Harry's left arm and dragged him back to the balcony. 

Harry thought for a moment that the metallic arms were going to tear him limb from limb, but they were merely aiding in turning him right side up before depositing him on his feet. He shrugged off the tentacles angrily and straightened his suit jacket, trying to look more composed than he felt, then tried to think of what kind of deal he could possibly make that would benefit them both. Ock was obviously desperate for the tritium, which meant he was likely to agree to almost anything, but then again, he _was_ desperate for the tritium, which meant he might not agree to anything at all, so he had to come up with something Ock might be at least a little interested in doing just for the Hell of it. "Kill Spider-Man," he said breathlessly, "and I'll give you all the tritium you want." 

Ock raised an eyebrow. He'd heard through the OsCorp grapevine that Osborn really had it in for Spider-Man--something about Osborn the younger blaming Spider-Man for Osborn the elder's death--but bad enough to want him killed? That was news. 

"No, wait," Harry said, suddenly realizing there was something he wanted _far_ more than a dead Spider-Man. "Bring him to me..._alive_." 

Ock stared at Harry for a moment. Whatever the real story was between the two of them, it must be pretty nasty, because the naked hatred in Osborn's eyes was almost unnerving. He didn't think Osborn had it in him to even go the corner market personally when he could just as easily order others to do it. But if it got him his precious tritium, he'd indulge Osborn's revenge fantasies. "How do I find him?" 

"Peter Parker." 

Now Ock genuinely couldn't believe what he was hearing. Osborn was willing to sell out his so-called best friend just to fulfill this weird bloodlust of his? "_Parker_?" 

Harry couldn't believe he was about to put his best friend--his _only_ friend, really--in this position...but then again, Peter had made his position on protecting Spider-Man's identity quite clear, and now it was time he dealt head-on with the consequences of such a choice. "He takes Spider-Man's picture for the _Bugle_. Make _him_ tell you where he is." 

Ock climbed onto the balcony railing again and gave Harry the hardest, angriest glare he could muster. Two tentacles did an impersonation of the expression to augment the image. "Have it ready," he growled, then descended down the wall. 

Harry felt his heart drop into his stomach. What had he done? He had just ordered a madman to forcibly extract information from the only person in his life he had ever been able to call "friend". Who was the more monstrous--the beast, or the one who unleashed him? He ran to the edge of the balcony. "Don't hurt Peter!" he shouted in desperation. 

One of the tentacles brushed at the air dismissively, and Ock vanished around the corner. 

Harry slumped to the floor, feeling completely lost. He tried to convince himself that Octavius had heard him, that at least part of that monstrous SOB still remembered having met Peter a month ago and would show some mercy to the poor guy, because Harry wasn't sure he could handle it if Ock didn't. 

Then he gathered himself, headed inside, picked up the bottle of Maker's Mark, and plopped down in front of his computer, typing the access commands for the Octavius Labs research grant to begin the bureaucratic stuff and nonsense that would allow him to tap into OsCorp's stash of tritium. He hoped no one else was planning to use it anytime soon, because he had the strangest feeling he wasn't going to be able to return it after Octavius got done with it.

* * *

"Crime Rate Soars! Where is Spider-Man Now?" 

Peter gave a wry grimace as he read the screaming headline on the _Bugle_'s late edition on his way home from the market. In another time, he might have felt strangely happy over the fact that good old J. Jonah Jameson apparently actually missed him, and maybe he'd have even gotten a chuckle over the grossly exaggerated graphic of the crime rate shooting upward exponentially now that the "masked menace" was "terrorizing" the town no more, but lately not even that kind of backhanded good news made him feel any better. It had been two days since he'd confessed the truth about his involvement in Uncle Ben's death to Aunt May, two days since she'd recoiled from him in horror, and two days since he'd left her house absolutely certain that the only person left in the world who gave a damn about him any more now just wanted him gone forever. Maybe he'd be better off leaving town, going somewhere else--_anywhere_ else--and starting over again, because his life here was pretty much history. In a million years, he never thought he'd actually miss his crappy old life... 

"Ayuda! Ayuda! En el fuego! En el fuego!" 

Peter tensed at the sound of those words. Over the past two years, he'd gotten a crash course in practical foreign languages, learning through trial and error and spider-sense tingling the basic danger warnings and calamity descriptions and cries for help in about a dozen different languages. And he knew all too well what those cries for help meant...something was on fire. He looked around frantically... 

...and then saw the horror of a corner restaurant engulfed in flames that were now crawling up the walls and bursting through the walk-up apartments' windows. 

Instinctively, he grabbed his shirt and started to pull it open...and then the feel of the t-shirt across his chest reminded him of the life he was living _now_, a life where he was Spider-Man no more. He sighed glumly and turned away. 

"Mi hija!" another cry rang out. 

_My daughter..._ Peter turned around once more. 

A Filipino woman, sobbing and distraught and covered in smoke and debris, was having to be restrained from rushing back into the building by another debris-covered man. Another man was running through the onlookers, grabbing each one, trying to find out if anyone had seen "the Tejadas' daughter"... 

...and Peter knew he couldn't turn away again. He dropped his bookbag and ran over to the man who was rushing through the onlookers. "Is anybody still in there?" he asked. 

"We think there's a kid trapped somewhere on the second floor," the man replied. "Nobody can find her..." 

In a flash, Peter was gone, racing into the burning building. 

"Hey!" the man called out. "Are you crazy? Come back here!"

* * *

He hated fire. Even when he'd had his powers, he'd hated fire. The hot air burned your lungs and the smoke clogged them up, everything was bright and dark at the same time, there was nothing to grab on to and no way to move fast...not to mention the time the Goblin had suckered him into an arson and tried to slice him into little spidery bits with an exploding pumpkin bomb full of razor-bats... 

_Enough,_ he told himself. _There's no Goblin here. There's just a missing kid. Find her._

He finally got up the flaming staircase to the second floor, dodged burning debris falling from above, then stood on the landing and tried to listen for any cries for help. "Where are you?" he called. 

The sobs of a small child reached his ears. He turned to the apartment door on his right and listened again, trying to make sure he'd found the right place. "Where are you?" 

More sobs from the other side of the door. 

He grabbed the doorknob and tried to open the door, then drew his hand back almost immediately. _Physics 101, Parker--metal gets hot in a fire. Use your brain for a change._ "I'm coming!" he shouted, still trying to figure out how he intended to do just that. _O.K., if I still had strength, how would I do this?_

He threw his shoulder into the door. 

_Ow. Ow. Ow. Not real smart._ He rubbed his shoulder, mad at himself for not thinking that through a little better. _Anatomy 101, Parker--leg bones are over twice as strong as shoulder bones. Have you forgotten everything you learned over the last two years?_

He took a couple of steps back, then ran forward and kicked the door. 

It burst off its hinges and flew open, revealing a blazing inferno that had once been an apartment. And the child's cries got louder. 

Peter rushed into the apartment, then heard a creaking above him. Instinctively, he dove to the side and ducked. 

The ceiling above him caved in, raining flaming debris down right where he'd been standing a moment ago. He barely had time to say a quick prayer of thanks for the miss when he realized he was now lying in front of a closet door, and the child's cries were now screams of terror emerging from the other side of that door. He whipped the door open. 

On the floor of the closet, covered in a blanket and shaking, was a toddler, crying and coughing from the choking black smoke that was all around her. 

"It's O.K.," Peter said soothingly. "I've got you. Come on, let's get out of here..." 

She offered little resistance as he scooped her up in his arms and turned to go. He had to do another duck and dodge of stuff falling from the apartment above, then ran out into the hallway... 

...and suddenly found his escape route had been cut off. 

The floor between the apartment door and the stairway had cracked and split and was now a gaping maw, opening to the blazing pit of fire in the restaurant below. No way to get out that way. He turned around, heading for what he hoped was a fire escape on the other side of the building... 

...and flaming debris fell through the ceiling and cut off that path as well. 

Peter turned around again. The gap between himself and the landing that would lead to freedom wasn't even ten feet wide. If he had his powers, it would be a mere hop, a slight spring. But here? Now? 

More debris rained down behind him. 

_Here. Now. Do it, or die trying._

He took two steps back, took as deep a breath as he could, then ran forward and jumped. 

For a moment, he thought he'd misjudged the distance in the distorted light, because he was able to reach the landing easily. 

Then the fire-weakened spot where he'd caught his balance gave way. 

Peter felt himself falling and grabbed for anything he could. 

Somehow he managed to catch the edge of the tiled floor, a tiny lip on what was left of the landing, with one hand. Grateful for the handhold, he held on tight and flung the little girl up onto the remaining piece of landing with his other hand. If nothing else, she could get out safely, even if he did fall to his death... 

Then he felt her tugging on his right arm, trying to pull him onto the landing with her. 

Well, he decided, if she wasn't going to let him die, then he wasn't going to let himself die either. With renewed vigor, he managed to catch hold of the lip with his other hand, then find a better handhold, then work himself up onto his elbows, then pull the rest of his body up to the landing, all while the little girl tugged on his right sleeve, unwilling to let him go. 

He scooped her up in his arms once more and ran down what remained of the stairs. 

A moment later, he burst back into the open again. He took several grateful gulps of the humid night air, then stumbled over to the frantic couple he'd seen desperately searching for their daughter earlier and handed the little girl to them. 

"Mi hija?" the woman asked incredulously as the smoky bundle was thrust into her arms. 

"Mama," the little girl babbled happily. 

The anxious mother embraced her child and broke into sobs as she and her husband turned to thank the angel of mercy who'd rescued their child... 

...only to find him staggering away from the gathered crowd, coughing and gagging, about to collapse from exhaustion and smoke inhalation. 

Several onlookers grabbed the hero in their midst before he could hit the pavement and called out for help.

* * *

When Peter finally regained his senses, he realized he was sitting on the bumper of an ambulance, a blanket draped across his shoulders and an oxygen mask pressed to his face. He removed the mask and coughed, still fighting the heavy feeling of lungs filled with suffocating smoke and practically seared shut from heat, a feeling that he'd grown all too familiar with experiencing over the past two years. 

A paramedic slapped his back to encourage the coughing, and another fireman patted his shoulder reassuringly. "You've got some guts, kid," the fireman told him, raising the mask back to Peter's face. 

_Yeah. Guts or foolishness. Not sure which yet._ Peter held the mask and tried to let the oxygen clear his head. What had he been thinking--that he was Spider-Man once more? Yeah, it would have been worse if he'd just turned his back and walked away, and yeah, that little girl would have been dead if he hadn't at least tried to do something, but had he gone completely insane? 

"Some poor soul got trapped on the fourth floor," another fireman nearby said. "Never made it out." 

Those words seared into Peter's brain with more intensity than the inferno he'd just emerged from. There had been somebody else in there. And they never made it out. Help didn't get to them in time. 

But it could have...if he really had been Spider-Man once more.

* * *

Hours later, as the sun rose over Manhattan, Peter stood at the window of his room, staring out over the city, trying desperately to make sense of the conflicting emotions running through him. He'd managed to slip away from the paramedics who kept insisting that he had to go to the hospital, then found his bookbag, staggered back to the boarding house, and collapsed onto the bed from sheer exhaustion. But he hadn't been able to sleep. Even an hour in the shower to clean the grime and soot and sweat and God-only-knew-what-else off his body hadn't managed to relax him one bit. The entire event kept replaying through his mind...the fire, the cries for help, the sudden overwhelming urge to _do something_, the brief feelings of some measure of the power he'd once taken for granted as he broke into the apartment, leapt the gap with the child, pulled himself up from certain death. Yes, it had probably been just some weird moment of adrenaline rush, some bizarre happening not unlike what he'd always read about in tabloids where people were able to lift cars or pull themselves free of rubble or some other supernatural feat of strength in a crisis, but it had for a moment felt... 

...well, it had felt _good_. And he couldn't believe he was actually thinking that. Nor could he believe that the very next thought that followed was that if he had just had a little more of that feeling, he could have saved that other person. Because Spider-Man would have found a way to do it. That was the way it had been for two years now. Without the mask, life stank to high Heaven, but under the mask, anything was possible and nothing was impossible. That was just the way it was, the way things worked. 

Or at least, _had_ worked until a month ago, when his whole life had just gone to Hell in a handbasket, gotten totally screwed up, thrown completely off-kilter. 

He couldn't stop thinking about it. The memories would not leave him alone. He stood at the window, gripping the framing around the panes as tightly as he'd once gripped his webs. The choice that had once seemed so clear was now as muddled as the dirty glass he was intensely staring through, trying desperately to see some kind of direction somewhere. "Am I not supposed to have what I want...what I need?" he asked, wishing and hoping and praying _someone_ would answer him. "What am I supposed to do?" 

He heard footsteps coming to a stop in the hallway, then the opening of his room door and those same footsteps actually entering the room and creaking the worn board just inside the doorway that announced his comings and goings to the world. He turned around. 

Ursula Ditkovitch was standing there, wide-eyed and giggly as ever. "Oh, I'm sorry," she said suddenly. "I shouldn't disturb...without knocking...sorry..." She retreated from the room and closed the door. 

Peter started to shrug it off as yet another bit of weirdness in this house from the twilight zone when he heard a knock from the other side of the door. Apparently Ursula hadn't just wandered in aimlessly. He wondered for a moment if Ditkovitch had decided to send his daughter to collect the rent since Peter had gotten good at ignoring his constant reminders, then remembered that he was for once caught up on that. "Come in," he finally called. 

Ursula opened the door. She was fidgeting with a slip of paper nervously, twirling her hair with her other hand, fumbling for words almost as much as she fumbled with the pots and pans on the stove. "Um...you...um...I...um..." She looked as if she were about to run away and hide, then drew her shoulders inward and looked demure. "W-would you like a piece of chocolate cake?" 

Now _that_ had to be the weirdest pickup line he'd ever heard, and he was a real expert on weird pickup lines. If he wasn't sure she was _way_ underage, he'd actually be flattered by her attempt at flirtation. "Um...sure," he decided. 

Oh, good, he hadn't dismissed her with a "go away little girl" wave or reaction. "And a glass of milk?" 

That really _did_ sound good. "That would be nice, thank you." 

"O.K." She bounded off excitedly. 

Peter just watched her go. _Wow. If Ditkovitch knew his daughter was bouncing like that in front of his tenants, he'd have a coronary._ He shook his head wryly. _And if he knew she was doing that in front of me, he'd have my head on a platter._

Still, attention from anyone other than the voices in his head was welcome company right about now, so he cleared a space on his bed and pulled out his chair from his desk to make a place to share cake and milk.

* * *

It was yellow cake, not chocolate, though it was at least frosted with chocolate icing, and was definitely from a box, but it tasted like ambrosia to Peter at that moment. He hadn't realized he was so hungry, but he'd scarfed down the cake in just over a minute and had made rapid work of the glass of milk as well. He'd taken the chair from his desk as his own seat despite Ursula's repeated patting of the mattress to encourage him to join her, because the last thing he needed at that moment was to have Ditkovitch walk in and find his jailbait-aged daughter on the bed with his irresponsible tenant. No amount of hemming, hawing, or $20 bribes would be able to get him out of _that_ mess. 

Still, though, it felt good to have someone doing something for him without expecting something in return. Ursula didn't want any deep confession of his innermost feelings, she didn't need him to save her life, and she didn't want to kill him for something he didn't do, she just wanted to bring him a piece of cake and a glass of milk because she _could_. It was a pretty interesting way to get a practical demonstration of the notion of having your cake and eating it, too. Literally. 

And, he had to admit, it was also a pretty good reminder of one of the things he had actually enjoyed about being Spider-Man...the ability to do something for someone else just because he _could_. Maybe this whole month had been a roundabout way of God getting his attention, reminding him to stop feeling sorry for himself and to remember that everything in life happens for a purpose, regardless of how different those purposes were from his own personal hopes and dreams. 

Or maybe, he mentally noted, this was just a teenaged girl flirting with a guy she had a serious crush on. He really did have a habit of needlessly complicating everything. 

Ursula, oblivious to Peter's internal musings, finished her own slice of cake and graciously took his plate and his glass from him, then started to leave. 

"Thank you," Peter finally said aloud. 

"Sure," Ursula said, turning to go. Then, as if she suddenly remembered the whole reason she'd come up here originally, she turned back around and reached into her pocket for a slip of paper. "Oh...you got a phone call," she said, handing him the slip. "It's from your aunt." Then she smiled flirtatiously at him once more and departed. 

Peter shook his head. _Everything happens for a reason,_ he noted wryly. Then he read the note. 

Seconds later, he grabbed his jacket and raced out the door.

* * *

There were boxes _everywhere_. The relics of 37 years of life in the same house were somewhat haphazardly scattered along the driveway and back porch of the Parkers' Forest Hills residence, and Peter was quite startled to see them. Belatedly, he remembered that Aunt May had gotten a Pre-Eviction Notice just a month ago and they hadn't been able to secure a loan to keep the house. Funny how that day--the last time he'd really _been_ Spider-Man--seemed so long ago now. He had a moment of panic, wondering if Aunt May knew her stuff was sitting on her back stoop, that was eased when he realized that she was bustling around the yard, sorting through things, occasionally lifting a box or two to make sure it hadn't gotten too heavy for her to deal with personally. "What's all this?" he finally asked. 

"Oh," May said with a sigh as she hefted another partially-loaded box onto the kitchen table--which it seemed funny to call a kitchen table when it was being used as a staging area for a virtual lifetime of memories on the back porch. "They gave me a few more weeks, but I finally decided the Hell with it. I'm moving on." She seemed stronger and more resolute than Peter had seen her in years, as if she too had reached a turning point in her own life and had made her own choice to leave the past behind and take a different road to the future. "I found a small apartment." 

Peter raised an eyebrow. May Reilly Parker, homebody, devoted wife, doting aunt, grieving widow...single woman with her own apartment? There were some images he wasn't sure he wanted to even try to wrap his brain around. "Why didn't you tell me?" 

"I am perfectly capable of taking care of my own affairs," May replied testily. "And besides," she continued, gesturing at the curly-haired young boy darting around the maze of household items, "Henry Jackson from across the street is giving me a hand. And I'm giving _him_ five dollars." 

Peter looked at the young boy running in and out of the house in nearly the same fashion Peter himself had done as a child. Back then, Peter would sneak Aunt May's good measuring cups outside for weird chemistry experiments--baking soda in vinegar, color-changing tablets in water, that sort of thing. But unlike himself, this kid was toting around May's precious mixing bowls and springform pans without any intention of finding out if penicillin really could grow in a metal muffin tin. He'd thought he'd recognized the boy, but it had been so long since he'd actually seen the kid that he couldn't believe the little neighborhood boy from down the street had grown so much. "_That's_ Henry Jackson?" 

"Funny what can happen in two years," May said drolly. "Nine years old. Has great ambitions." 

Yeah, it _was_ kind of funny what could happen in two years. And sometimes not so funny. Like when a long-held secret, finally released, winds up tearing your family apart. Peter tried to gather his nerve once more, as he'd struggled to do on the whole train ride to Queens. "Listen, Aunt May," he said, grasping desperately for what little emotional strength he still had left, "about the other day...the things I said..." 

"Pish, posh," May replied, giving a dismissive wave. "We needn't talk about that any more. It's all water over the dam, or under the bridge, or wherever you like it." 

Peter sighed. Yet another family cover-up...nobody ever wanting to do anything to upset the status quo. If he'd been a normal teenager growing up, he might have had experience in coming up with reasons to go through the typical parent/child arguments, but aside from wishing that _anyone_ would ever accept him for who he really was, Peter really was just a good kid who'd never had anything even remotely resembling a quarrel or fuss with his adoptive parents...until the night Uncle Ben had been killed. Part of the reason for that was that both Aunt May and Uncle Ben were experts at not rocking the boat, of just rolling with the punches, of never questioning anything, of soothing over ruffled feelings with pats on the back and doting upon bruised egos with cajoling offers of cookies or brownies or fruit tarts or some other treat meant to warm the heart by pleasing the stomach. It was very typical of Aunt May to just pretend like his confession had never happened, that everything was the same as it ever was... 

"But you did a very brave thing the other day, telling me the truth about what happened." 

Peter stopped his musings and looked at her for a moment. Maybe the status quo was about to change. 

May was smiling warmly, trying to hold her conflicted emotions in check. "You made a brave and bold move. And I'm proud of you." She pushed aside the box she was packing as she began crossing the yard toward him. "And I thank you...and I love you..." She pulled him into a motherly embrace. "...so very much." 

Peter held his aunt tightly for a long time. It was so nice to know that somebody really did care whether he lived or died. It had been incredibly painful to believe she hated him, even more painful than he'd ever dared to admit, judging by the relief he now felt as she held him warmly and gently stroked his back, his shoulders, and his arms as she nestled into his chest. He finally realized that as hard as it had been to do, he had indeed done the right thing in telling her the truth. Yes, it had hurt, and it had hurt _very_ badly, but now that the hurt was gone, he felt as if they had finally turned a corner in their relationship, a relationship that had become tense and guarded since Uncle Ben's death. For a brief moment, he was once more the lonely, lost, child he'd been for most of his life, a life that was only occasionally made better by the warm embrace of a woman who couldn't have been more of a mother to him if she'd actually birthed him. Maybe in a strange way, she finally actually _had_, because now that the truth was out, he was free to accept her always-unconditional motherly love without feeling the pain and guilt associated with his past life. It felt like a new beginning...maybe the new beginning he'd _really_ been seeking all this time... 

May released the embrace, then straightened and smoothed his jacket just as she'd always done. She gave him a warm--and strangely knowing--smile, then returned to sorting through her things. 

Peter looked around at what was left of his childhood possessions, the things he hadn't been able to take place-to-place in his somewhat nomadic existence over the last two years, and noticed one particular stack of items was missing. "Hey--where are all my comic books?" 

"Oh, those dreadful things?" May scoffed. "I gave those away." 

Peter shook his head and laughed slightly. Some things never changed. Aunt May had never understood why anyone would feel the need to immerse themselves in the lives of "impossible superheroes" when there were so many other "real heroes" whose life stories they could be immersing themselves into instead. Ah, well. Consistency could be a good thing sometimes. 

"I put the pans in the box like you asked, Mrs. Parker," Henry Jackson said as he stepped out onto the back porch. 

"Thank you, Henry," May replied, starting to sort through the pile of shoes from her closet, pausing as she looked wistfully at one of Ben's old dress shoes, tossed in the pile earlier by the ever-helpful little Henry. Taking stock of one's life could be such an emotional drain. 

Henry, oblivious to the life-changing drama going on around him, waved at an old friend he hadn't seen in what felt like forever. "Hi, Peter!" 

"Hiya, Henry," Peter returned, then just marveled. The high-energy little boy who used to get tangled in everyone's feet--not that Peter had needed any help in the clumsiness department back then--was now up past Peter's waist. Wow, things had really changed in just two years. "You're getting tall," he noted, holding his hand out as a measuring stick for reference. 

Henry rolled his eyes. Adults always said that when they couldn't think of anything else to say about you. 

"Henry, why don't you put those cookbooks in with the mixer?" May said, trying to refocus her attention on the task at hand instead of the memories that kept intruding. 

"Sure thing, Mrs. Parker." But Henry was still looking up at Peter, a strange mix of admiration and awe in his gaze. "You take Spider-Man's pictures, don't you?" 

The question caught Peter off-guard. He really didn't think anybody had even bothered to read the photography credits for the images used by J. Jonah Jameson as backdrop for his increasingly hostile rhetoric about his former alter ego. "I used to," he admitted. 

"Where is he?" 

Wow, kids could be direct. At times their candor was refreshing, and the way kids had always seemed in such awe of Spider-Man--though for the life of him, he could never figure out _why_--was kind of fun at times. At other times, though, their directness could cut you right to the quick...like it had now. 

"Henry and I agree," May interjected. "We don't see his picture in the paper anymore." 

Peter wasn't quite sure how to take that, either. "He..." He decided to be as straight as he could under the circumstances. "He quit." 

Henry looked surprised. "Why?" 

_Because he'd lost both his powers and his drive and become a danger to himself and everybody around him. Not to mention that he was going insane trying to live two lives, neither one of them really his own._ "Wanted to try something different, I guess." 

"But he'll be back, right?" 

The hopeful look Henry was giving him was absolutely heart-wrenching. Peter did not want to say _no_ outright to that look, so he tried to sugar-coat it. "I don't know." 

Henry looked crestfallen. When adults said "I don't know" like that, it almost always meant "no". He sighed and returned to his packing activities with decidedly less enthusiasm than before. 

May watched as Henry headed back into the house, then chuckled slightly. "You'll never guess who he wants to be," she told Peter, then melodramatically gestured into the air with a kind of "ta-da" wave. "Spider-Man." 

Peter was dumbfounded. Who would actually _want_ that burden for themselves? "Why?" 

"He knows a hero when he sees one," May said blithely as she picked up another packing box and set it on her staging table. "Too few characters out there flying around like that...saving old girls like me." She paused a bit to rein in her own emotions over her own superhero encounter just a month ago, then laughed it off. "And Lord knows, kids like Henry need heroes--courageous, self-sacrificing people, setting examples for us all." 

Peter was confused. Aunt May hated Spider-Man; she'd all but said so at his birthday party. Sure, she did say she'd been wrong about him when he'd rescued her, but she'd also taken offense to him taking partial credit for showing Ock a thing or two about toughness. Or had she? Had he been so caught up in his own mood of self-pity that he'd missed the dry sarcasm that too few people ever saw in May Parker's demeanor, himself included? He hadn't realized one chance encounter with a guy in red and blue neoprene could cause such a change in a person's attitude. But then, he'd been so focused on the bad parts of his life that he'd missed a lot of things happening around him over the past two years. 

May returned to wrapping plates in newspaper and putting them carefully in a box. "Everybody loves a hero," she continued. "People line up for them, cheer them, scream their names, and years later they'll tell everybody how they stood for hours in the cold rain just to catch a glimpse of the one who..." Her voice broke again, and she tried to keep it under control. "...taught them to hold on just a moment longer." 

Wow, he _had_ made an impact on her. She kept going back to that day...that cold and windy day a month ago when he'd saved her life, just hours before everything fell apart in his own. He could still remember the sight of her dangling over the streets, hear the sound of his own voice desperately echoing off the walls, telling her he was coming, urging her to hold on... 

And that was when it hit him. No, she didn't _know_, did she? There was no way for her to know, was there? She couldn't possibly have figured it out, could she? No, it wasn't possible; surely she would never be able to reconcile the disparate images of her poor little hapless and hopeless nephew and big, strong, heroic Spider-Man...would she? 

"I believe there's a hero in all of us," May said, giving him a sidelong glance as she continued to pack. "One who keeps us honest...gives us strength...makes us noble...and finally allows us to die with pride. Even though sometimes, to do the right thing, we have to have to be steady and give up the things we want the most...even our dreams." 

Peter tried to still his expression, calm his pounding heart, but was finding it harder and harder to do. She _knew_. She _had_ to know...it was the only way this entire speech made any sense at all...but _how_ did she know? Guesswork? Good listening skills? Body language? 

But then again, did it really matter that she knew? He _wasn't_ Spider-Man any more. He'd had great power and great responsibility and squandered them both, and now he was just another dumb hard-luck kid fumbling his way through life in the big city... 

...and feeling despair when people cried out for help he couldn't give them... 

...and rushing into fires to save little children, disregarding the risks to his own safety... 

The wildly conflicting emotions of the past few hours, combined with Aunt May's extraordinarily prescient words of wisdom, were threatening to send him into a complete tailspin. What was going on? He wasn't really a hero any more, was he? That part of his life was long gone now, wasn't it? But if it was, why were Aunt May's words causing a stirring inside him that he hadn't felt in a _very_ long time? 

May crossed the yard to Peter, meeting his gaze somewhat coyly, as if she didn't want to tip her own hand just yet. "Spider-Man did that for Henry...and he wonders where he's gone." She gave Peter the same _you don't want to disappoint your aunt May, now, do you?_ look she'd often given him as a child to get him to own up to his responsibilities in life. "He..._needs_ him." 

Despite his best efforts to keep his expression under control, Peter felt himself smiling. Again, a reminder that despite all the bad things that had happened over the past two years, the one part he enjoyed the most about all of it was the feeling of being wanted...and needed. Maybe it _was_ time he did something about this habit he had of needlessly complicating everything...including his own life. 

May smiled, then decided she'd done enough lecturing for one day; after all, it was almost noon, and these boxes weren't going to pack themselves while they all stood around and played "I've Got A Secret". "Now," she said, turning to move some boxes off some of the larger pieces of furniture in the yard, "can you lift that desk and put it in the garage for me? But don't strain yourself..." 

Peter just shook his head and laughed. "O.K.," he answered as Aunt May headed back into the house to find yet another load of memories from her old life to be boxed up and carted away to her new one.

* * *

Unlike Manhattan and its canyon-like streets lined with towering skyscrapers, Queens was a more residential borough of New York City, full of cozy houses, smaller businesses, and flat-roofed short apartment buildings. Two years ago, a once-nerdy high school senior from this borough, while recovering from a genetically-enhanced arachnid envenomation, began a journey of discovery of his newfound superpowers by racing across those flat-topped buildings, using speed and strength and agility he couldn't even begin to comprehend but loving the feeling of freedom they'd given him. 

Two years later, Peter Parker once more stood on one of those roofs, seriously contemplating the notion of beginning that entire journey anew. 

He couldn't believe he was up here. He couldn't believe he'd eagerly climbed up six stories' worth of fire escapes to get up here. He couldn't believe he was even thinking about doing what his instincts were telling him he had to at least try to do, things that could very well be suicidal if he was indeed still Spider-Man no more. 

But there was no denying what had happened to him barely a half-hour ago. As he'd promised Aunt May, he'd indeed lifted the desk she'd asked him to move and put it in the garage without straining himself. In fact, it wasn't until he'd set it down again that he realized _which_ desk Aunt May had asked him to move--Uncle Ben's old mahogany secretary, a hulking piece of solid wood furniture which had once been required to be positioned just right in the house so that its weight was placed perpendicular across the floor joists and straddling at least two of them in order for it not to fall through the floor and into the cellar. 

And he'd lifted it without straining. In fact, he'd actually been able to lift it with only a minimal amount of repositioning in his grasp necessary, as if his fingertips were once more able to seek out and exploit any irregularity in surfaces. And he'd done it all without even once thinking about the impossibility of doing so because he'd "lost his powers". 

The sensations that were rushing through him as he'd hurriedly said his good-byes to Aunt May and raced down the streets to get out of there were unbelievable, sensations he hadn't even realized he'd been longing to feel again. Now, he was finally beginning to understand what had _really_ happened to him a month ago. He hadn't lost his powers at all. He'd instead lost his _desire_ to have them, because they were so closely linked to a life that he'd grown to hate. Looking back over the events leading up to the night of his dramatic and literal fall from grace, he realized his powers had started "failing" when he'd been upset about being late to class after being fired by one boss and degraded by another...then when he was upset about missing MJ's play and seeing her with another man...then when he'd seen his idol Otto Octavius staggering back from one of Spider-Man's blows, before Peter had understood the depths of depravity Octavius had sunken into...and finally when he'd watched MJ slip away from him seemingly for good, a moment that had filled him with such hatred and loathing for the life he'd been living that, as a means of self-preservation, part of his subconscious simply shut down any ability to actively use those things he associated with his hated double life. 

It all made such sense now, and also explained why the things he was sure would happen to him if he'd gone through a complete power loss hadn't occurred. He'd "lost his spider-strength", but all the super-dense muscles, rock-hard bones, and unbelievably loose and flexible joints that the original mutation had produced were still there, and he even still had the fast recovery capabilities that allowed him to survive multi-story falls when his webbing was gone and get up and walk away from paramedics after cooking his lungs with smoke and heat. He'd "lost his good vision", but he'd noticed on more than one occasion that he could actually see _better_ in the early morning before he was fully awake, which he now realized meant that his vision weakness was brought on by some weird subconscious desire to invoke his past life rather than any actual physical ailment. He'd "lost his webbing", but the slits in his wrists were still there and he could feel the spinnerets in his forearms if he pressed hard enough. He'd "lost his speed", "lost his spider-sense", and "lost his spidery touch", but he'd moved pretty darn fast through that fiery apartment building, ducked and dodged falling debris and still managed to locate the child, and even pulled himself back up onto the collapsing landing when there was nothing he could possibly have grasped normally to use for leverage because his strong self-preservation instincts, ironically the same ones that had shut down his powers in the first place, had kicked in to save him from certain death in that inferno. He hadn't really lost anything at all except his desire to actually _be_ Spider-Man. Now he just had to find it again. 

Which was why he'd come up here. Maybe starting over from square one, or as close to square one as he could get, would help him work past this extreme mental block he'd created inside himself. He paced around the roof for a while, trying to gather his nerve, thinking back through every psychology textbook he'd ever read, finally coming up with a way to wrap his mind around what he would need to do in order to accomplish this goal. He kept walking back and forth across the length of the roof in order to get a feel for the distance he'd have to traverse, something he'd once been able to do with just a sweep of his gaze--it was both amazing and frustrating to him how rusty he'd become after a month away from doing this. Then, after a half-hour of pacing and measuring and thinking and overcomplicating, he realized it was time to stop thinking about all of this and just _do_ it. 

"Strong focus on what I want," he said aloud as a reminder to his psyche. Then he turned around, took a deep breath, fixed his gaze on his destination--the roof of the building across the way--and started running. 

For a moment, he was sure it wasn't working. He didn't feel any different than he had for the past month, and he sure didn't feel anything resembling spider-speed kicking in. _Stop over-thinking this,_ he chided himself. _Keep going...don't lose focus..._

And then he felt it. The sensation of the air rushing by his face as his velocity increased...the sensation of the powerful muscles in his legs as each step impacted the roof slightly stronger...the sensation of the shock absorbers in his joints as each step felt lighter and lighter... 

As he neared the edge of the roof, he swung his arms behind him, gave a slight hop, and leapt into the air. 

The rush of adrenaline pouring through him as he began soaring across the gap was tremendous. "Woo-Hoo!" he shouted joyously as he felt himself practically flying. "I'm back! I'm back!" 

Then suddenly he realized that he'd grossly miscalculated the arc of his flight path, and instead of reaching the slightly taller rooftop ahead of him, he was going to come up about eight feet short. 

"Oh, no..." He frantically grasped at the air, trying to extend himself just a little more to catch the building, maybe brush the wall and hope his spidery touch would kick in again... 

But his reach was still too short, and now he was in freefall. He screamed in terror, flailing about madly, finally catching a clothesline in the hopes of stopping his descent. 

The line broke free from its wall mount, and now he was swinging in freefall on an arc that was _definitely_ not going to clear anything. 

He smashed face first into the opposite wall, lost his grip on the clothesline, dropped another two stories through the air before crashing back first into the trunk of a parked car, and finally landed in a prostrate heap on the pavement. 

_Ow. Ow. Ow._ Well, at least he was still alive after all that. He wished his body didn't feel a need to give him _this_ strong a demonstration of the concept of pain-equals-survival, though. "My back...," he moaned as he struggled to stay conscious, feeling every muscle and bone in his back practically screaming in protest as he tried to get his legs under himself to stand up once more. "My back..." 

It took a while for him to finally push past the pain enough to gather his strength, pick himself and his badly-broken glasses up off the pavement, and stagger back down the alley. He put a hand on a blue car near the end of the alley to catch his balance. 

Its car alarm went off. 

Peter groaned. He was definitely going to have to try some other method of finding the strong focus he needed that wouldn't be quite so dangerous to his health.

* * *

Across town, in her Manhattan apartment, Mary Jane Watson was having trouble finding her own focus. 

MJ and her fiance John Jameson were spending the afternoon together as they'd often done over the past few weeks, ostensibly to finalize wedding plans. But as usual, it was MJ doing all the work while John reclined on her couch and napped. Why he needed to nap was beyond her--it wasn't like he spent his nights on stage or flying shuttle flights to the moon or anything else for that matter--but yet again, as she sorted through RSVPs, he was sprawled out, alternating between sleeping through the work and just looking on while she figured out who was coming to this no-longer-intimate ceremony and what side of the church they'd be sitting on and whether there'd actually be any room to put them there. The fact that John was such a laid-back kind of guy was part of what had attracted MJ to him in the first place--they'd met at the Moondance Cafe a year ago when he'd invited the newly-fired waitress to sit down at his table and share a cup of coffee with him as a way of thumbing her nose at her overbearing boss, and she'd happily accepted--but sometimes it was aggravating that John's only focuses in life seemed to be training for his next space flight and crash-landing on a couch after the training was over. 

Then, just as that thought began to build momentum, she angrily dismissed it. John was always good to her, made good money as an astronaut--as evidenced by the _huge_ diamond ring he'd bought for her--and genuinely seemed to love her. He was always there for her, unlike a lot of people in her life. She needed to stop complaining and just allow herself to be happy. 

So why couldn't she? As the days until their wedding grew smaller and smaller in number, she found herself wondering why she kept having these nagging doubts about whether she was doing the right thing. She hadn't hesitated to say "yes" to John's proposal that night a month ago, but ever since then, events seemed to be moving _much_ faster than she'd ever thought possible. Part of the discomfort, she was sure, was due to John's mother, who was seemingly planning a coronation instead of a wedding. Part of it was the speed at which this whole thing was moving--John was getting ready to leave for Florida in two weeks for another space shuttle flight, and his family wanted to get this in before he left "just in case". Of course, in _The Importance Of Being Earnest,_ Lady Bracknell took great pains to inform Cecily Cardew that "I am not in favor of long engagements; they give people the opportunity of finding out each other's character before marriage, which I think is never advisable," which was probably decent-enough advice. But whatever it was that was causing the discomfort, she was growing more and more frustrated that almost nothing about what should be the happiest time in her life was under her control any more. 

Nothing, that is, except the guest list, which she was busy reconciling with RSVPs she'd received. 

MJ looked at the RSVP in her hand, from "Aunt Ida". She couldn't think of who this woman was, because she sure didn't have an Aunt Ida in her family; in fact, the only "aunt" she'd thought about inviting to this thing was Aunt May... 

...and then she'd thought better of it, because the last thing she'd wanted was to have Aunt May bring her nephew as an escort. 

She tossed another page of the guest list aside and kept searching for "Aunt Ida". 

"Honey?" 

MJ looked over at the couch, where John was now awake and turning his head slightly to the side to look at the paper she'd discarded. "You sure you don't want to invite your friend, the photographer...Peter Parker?" 

MJ wondered for a moment why he'd asked that. Then she noticed the paper she'd cast aside. 

The only two names not checked off for either invitations or RSVPs were May and Peter Parker. 

MJ grimaced. What a time for him to finally show an interest in the guest list. "I'm sure," she said, trying not to show her distaste. 

John raised an eyebrow. "I thought he was your pal." 

MJ grimaced again. When she'd first met John's father, she thought she'd try to find common ground with him by mentioning that they had a mutual friend, her "pal Peter Parker". Instead of creating a bonding experience, Mr. Jameson had gone off on a rant that MJ had timed at just shy of a half-hour about irresponsible kids, advance payment for news scoops, and "masked lunatic vigilantes". "Peter Parker?" MJ shook her head, trying to convince herself as much as she was trying to convince her fiance. "No, Peter Parker is just..." _Just a really cute-but-irresponsible guy who I once pledged my love to, who I still think about sometimes, sometimes a lot more than I want to... _"...a great big jerk." 

John gave a knowing smile. Just about every description of MJ's former boyfriends she'd ever given him had ended with "...and he was just a great big jerk." Except for one...this guy Peter Parker. She'd never called him a jerk, or an idiot, or any other derogatory name except "scatterbrained" and "stressed out" and "a little flaky"...until now. So maybe she was just changing her story to make him feel better. "World's full of great big jerks," he observed. 

MJ nodded her agreement and extended her left hand, as if she were Cecily offering her hand for a kiss. "You're adorable." 

He shrugged nonchalantly. "It's the uniform." 

MJ let out a giggle. She thought that was a pretty funny observation, considering that John's off-duty "uniform" tended to be NASA t-shirts and old sweats. Still, he did look great in those Air Force dress blues... 

...so why was she wondering how he'd look in a different kind of blue uniform, one with red extremities, white eyes, and black webbing? 

She couldn't believe she was actually looking at her fiance and thinking about _Spider-Man_, of all people. But she couldn't help it. Somehow, no matter what the situation, whenever she felt stressed out or frightened or pressured or otherwise completely out of control, her mind always took her back to the same single moment of incredible peace, a moment that happened two years ago in a dark alley in the pouring rain. 

A moment when a "masked lunatic vigilante" singlehandedly fought off four muggers who were about to assault her and saved her life. 

A moment when they were completely alone, her soaked to the bone, him dripping wet as he dangled upside down from a web line. 

A moment when she peeled away just enough of his mask to plant a "thank you" kiss on his quivering lips. 

And a moment when the kiss became something far more than just an expression of gratitude for both of them. 

MJ smiled at the memory. There were moments that kiss still felt so real, so close... 

...and then she realized that the kiss she was feeling now was from John, planting one on her extended left hand. 

John smiled. Nice to see something other than stress and worry in his lady love's expression for a change. She always looked so beautiful, especially when that mysterious Mona Lisa-esque smile played across her face. 

MJ recovered her senses, then found herself wondering if it was the kiss that made the moment so memorable, or something...well, something more. It might be nice to find out as she stood on the verge of marrying someone other than the bearer of that oh-so-memorable kiss. She put down her stack of RSVPs and crawled over to the couch. "Lean your head back." 

John looked slightly confused. "Lean back?" 

MJ moved beside the couch and positioned a pillow on the arm of the sofa, then gave it a pat. "Right here." 

He shrugged, then settled back on the sofa and put his head on the pillow. "Like this?" 

She patted the top of the pillow. "Come back a little further." 

"O.K." He shifted positions again, then rested his head on the arm of the chair, looking eye-to-upside-down-eye with his fiancee. Wow, she looked beautiful even from this angle. 

MJ pushed her hair behind her ears, then leaned in to see if an upside-down kiss was still an upside-down kiss. 

Their lips met, and John felt as if every cell in his body had burst into flame. This was the most incredible sensation he'd ever felt. Like a lot of astronauts, John had made the jokes about "joining the zero-g club" or sneaking a girl onboard a flight to see how different certain things would be in space. Well, this was probably the closest he'd ever come to finding out, because kissing MJ upside down was _the_ best time he'd ever had kissing anyone, and he never wanted to it to stop... 

...but stop it did, and now MJ's fingers were resting lightly on John's neck. Good thing, too, because John felt like he was about to go into orbit without rocket assistance any second now. "Whoa," he whispered in the understated reaction of the year. "I'm back on the moon." Oh, boy. That was amazing. Incredible. Spectacular. The most sensual experience he'd ever had. 

So why weren't MJ's fingers doing anything but just resting in place? 

He tilted his head back to look at her...and noticed her gazing off into space instead of into his eyes. "You up there with me?" he prompted. 

She couldn't answer. She was too busy realizing it hadn't been the kiss at all that had made that moment so memorable...so special...so peaceful...so _right_. 

It had been the man she'd been kissing. 

In her 20 years of life on earth, MJ had decided exactly twice that she had finally found the great love of her life. And it was dismaying her to suddenly realize that neither time had included the man she was about to marry in just two days, the man she'd just kissed, the man looking at her now with an inquisitive look on his face. But she couldn't help it, because the sensation she'd been longing to feel in that kiss had still only happened to her two times. 

Time number one was kissing Spider-Man in the rain. 

Time number two was kissing Peter Parker in the cemetery. 

Two times. Two great loves. Neither of them John Jameson. 

Two times. Two great loves. One of them was "no more", though she wasn't sure she actually believed that, but it wasn't relevant at that moment. But the other one...the other guy...the other man she loved with every ounce of passion in her soul... 

Suddenly, Mary Jane Watson realized she had something very important to do before it was too late...before three people's lives were ruined for good.

* * *

An hour later, she was sitting at a table for two in a deli in midtown, nervously fidgeting with her hair, staring out the window and wondering just what in the Hell she about to get herself into. Every intellectual thought in her head was chiding her about this, demanding to know what she thought she was doing, telling her to let sleeping dogs lie, to forget the past, to forget about Peter Parker and just move on. 

But she couldn't. Which was why she was here. 

When she'd told her mother that she'd said yes to John's proposal, her mother had seemed shocked. _What about that nice boy Peter Parker?_ she'd asked. _The boy from next door? Don't you love him? You said you did. You still talk about him. You even looked happy to see him on his birthday._ And even though MJ had repeatedly denied that she still harbored any feelings for Peter, her mother hadn't let up on it. Just the other day when MJ had called to complain about yet another thing John's mother had done to tick her off, her mom reminded her that _it's far, far easier to back out of a wedding five minutes before than five minutes after. Trust me on this one._

"Hey." 

MJ looked up at the sound of the familiar voice. 

Peter was making his way through the maze of tables and chairs on his way to her table. He looked a little more rumpled and disheveled since the last time she'd seen him--and it looked like he'd broken his glasses again, just like he used to do all the time as a kid, since one lens had a nasty scrape on it and one of the temples had been secured with white adhesive tape that stood out like a sore thumb against the black plastic frames--but at least he'd come. She glanced at her watch. 

It was five minutes to two. He was five minutes early. Maybe this was a sign. "Surprised?" she asked. 

"Very," he admitted, finally reaching her table. 

She gestured at the chair across from her. "You came," she said happily. "I didn't know if you would." 

Peter tried to look more nonchalant than he felt. He'd fight a supervillain to the death for her--if he could ever find his powers again, that is--but coming across as too eager in this situation might not be a good thing. For all he knew, she'd called him here to finish the tongue-lashing she'd started two encounters ago. And she _was_ getting married in two days, after all, as much as it pained him to remember that. But she _had_ called him, not the other way around, so maybe this was a sign. "I got your message," he said, taking a seat at the table. "You said you needed to see me...is everything O.K.?" 

"Yeah, it's fine." Oh, boy. Why did this feel like the hardest audition she'd ever gone on? She tried to calm her nerves. "It's kind of funny...I'm not really sure where to begin," she confessed, then took a deep breath and folded her hands neatly on the table. "You know how our minds can play tricks on us sometimes." 

Yeah, he'd had a rather dramatic object lesson in that very thing over the past month. "Tell me about it," he replied with a slight chuckle. 

Oh, good, he didn't think that was the dumbest opening line ever. Maybe he wouldn't laugh her out of the room after hearing the next one. "Well...some part of me heard what you were saying the other night, as much as I didn't want to admit it...and I...well, I was afraid to trust you again, but I couldn't stop thinking about what you'd said and..." 

_Oh, no._ Peter could not believe that just when he'd finally thought he could learn to peacefully co-exist with the admittedly awful hand life had dealt him, once again he'd been made to realize that his existence was _still_ governed by some immutable constants in life...death, taxes, Mary Jane Watson's incredible beauty, and his perpetually rotten luck. _Not now,_ he mentally pleaded. _Oh, God, please, not now. Why, of all the times I've ever tried to confess my feelings to her, did she have to pick now to actually hear what I was saying? I swear I must be cursed..._ "Wait a second," he interrupted. "There's something else I need to say." 

MJ looked at him. His demeanor had visibly changed. He'd actually transformed right before her eyes from the confident and annoyingly persistent lovesick man she'd last seen two weeks ago back into the secretive, scared mystery man she'd been absolutely furious with on the night of her engagement. _What the Hell...?_

Peter could see her confusion and it made him angry with himself for once more making her feel this way. He couldn't believe he was about to cast aside her affection for him yet again, even if it was the right thing to do, but he had no choice, because it _was_ the right thing to do, and he had to be steady and remember that. "When I said all that to you...I really thought things _had_ changed, that I _could_ really be there for you. But I can't." He forced himself to say the words, to tell her at least one small portion of the truth. "My mind was playing tricks on me, too." 

MJ was floored. She couldn't believe this. He'd done it _again_. He'd suckered her back into his topsy-turvy world, once more dangling her on a string like a cat toy for him to bat at occasionally and then ignore when he got tired of her, and he'd just delivered the first whack with his paw. What an incredible fool she'd been. "What are you saying?" 

Peter knew exactly what he was saying, and he was ticked off that he'd actually had to say it. He couldn't believe he'd actually come here; every part of his intellect had told him to just ignore the message he'd gotten from Ursula, leave MJ alone, let her get on with her life so he could get on with his own. But his heart wouldn't let him just ignore her, because it still ached every time he even tried to ponder the idea of a life without her, so he'd pulled himself out of bed, popped a couple of aspirin, dusted off his clothes, taped his glasses back together, and hopped on his moped to rush to meet her, only to have to once more dash both of their hopes and dreams. What an incredible fool he'd been... 

"Do you love me or not?" she pressed. 

Peter felt his heart sink. "I..." He looked away. _Sometimes, to do the right thing, we have to be steady and give up the things we want the most...even our dreams..._ "...don't." 

MJ looked disgusted. "You don't." 

He shook his head, still ducking from her glare. 

_And he honestly expects me to believe this, too,_ MJ thought to herself, angry at both Peter's continued denial of his feelings and her continued desire to seek them out even after he'd done everything to keep her away except take out a restraining order. _Dammit, what is wrong with him? What is wrong with me? Why can neither of us be honest about our feelings for each other? I know he loves me...he's done everything but actually say the words...and God only knows I've given him enough opportunities to show me he still cares..._

And that was when she realized there might be a way to force him to acknowledge his feelings and satisfy her own need for closure. "Kiss me," she said aloud. 

Peter felt a chill run through him, and warning bells were going off in his head. No, she didn't really just say what he thought she'd just said...did she? "Kiss you?" 

"I need to know something," MJ stated, confirming her request. She reached across and put her hand over his. 

Peter felt himself tense again and the warnings running through his brain get louder. This was wrong...oh, boy, was this wrong..._for God's sake, you idiot, the woman's got a rock the size of the Brooklyn Bridge on her left hand announcing her intention to marry somebody else; don't you dare even think about it..._

"Just one kiss," she whispered. Then she pursed her lips and leaned across the table toward him to force the issue. 

Peter couldn't help what he was about to do, even as what was left of his intellectual mind was pleading for him not to. _Stop leaning in, you fool, this is wrong..._

Their lips were almost touching. Time seemed to slow to a crawl... 

...and that was when Peter realized what the warnings in his head were _really_ screaming. Without giving it even a moment's thought, he sprang out of his chair and dove across the table, grabbing MJ around the waist as he did. 

A split second later, a car smashed through the front window of the deli and took out the table where they'd been sitting. 

Peter and MJ crashed to the floor, and on pure reflex he pushed their bodies apart, held her down as flat as she would go, and turned his head to the side just enough to avoid being decapitated by the flying car's rear tire as it passed just an inch over the top of their prone forms. 

A very long second later, the cacophony of shattering glass and creaking metal came to a stop. Peter helped MJ to her feet, and they both looked behind them. 

The car that had almost taken them out was now mostly resting on its roof and angled slightly against the far wall. 

From the angle of the car's final position and the angle of its entry, Peter realized with horror that this was not a person who'd mistaken the gas for the brake or missed a curve. This car had been somehow picked up and thrown through that window, and it had been thrown at _them_. But how...? 

Then a hard thud shook the room. And Peter had his answer. 

#thud# 

People were running in the streets now, screaming in horror. 

#thud# 

"Peter, what's happening?" MJ asked, frightened. 

#thud# 

Peter's eyes widened. _Oh, my God..._

A second later, Doctor Octopus stepped into the deli, smiling menacingly, looking more deranged than Peter had ever seen him. "Peter Parker," Ock said, sounding as pleased as if he'd found the Holy Grail. Then he gave MJ an even crueler smile as something the boy had said a mere month ago finally made sense. "And the _girlfriend_." 

Instinctively, Peter pushed MJ behind him and moved a step forward. "What do you want?" he said, feeling his anger rising that once more an enemy had sought out both his alter ego and his lady love. 

Ock raised an eyebrow. He'd been right--this _was_ Parker's "secret love". Good. He'd just gained yet another bargaining chip in his quest for his precious tritium. He gestured with his eyes at the boy. 

One of the tentacles obligingly shot across the room, grabbed Peter by the neck, and dragged him over to the creator. 

Peter struggled against the tentacle, but to no avail...even if he'd had strength, he was once more off the ground and devoid of any leverage against which he could apply any force to use it. He kicked his feet, trying to shake himself loose. 

"I want you to find your friend Spider-Man," Ock ordered, pulling him closer to his face. "Tell him to meet me at the West Side clock tower at three o'clock." 

Spider-Man? What the Hell did Ock want with Spider-Man? Why would Ock even think that _he_, of all people, would know where to find him? Didn't he read the papers? "But I don't know where he is," Peter said in a choked voice. 

Ock pulled off his mirrored lenses so he could look the boy in the eye and show him how dire the situation _really_ was. "_Find_ him...," he said coldly, then indicated MJ with his eyes. 

Two of the tentacles flowed like snakes across the floor and effectively surrounded MJ, cutting off any escape route she might have even thought about taking. 

"...or I'll peel the flesh off her bones," Ock finished, snapping the pincers of the remaining tentacle to punctuate his point. 

Peter felt his anger rising once more. "If you lay one finger on her..." 

"You'll do what?" Ock taunted. 

That was it. Leverage or no leverage, strength or no strength, he was going to get out of this overgrown salad spoon's grip and tear this bastard limb from limb. He tried to slip his fingers inside the pincers to get a better grip on them... 

Ock decided he was tired of toying with Peter and tossed him aside, crashing him into a wall. 

The force of the impact shook the already-weakened structure, and debris from the floor above toppled down onto Peter and buried him in several inches of rubble. 

MJ gasped and started to scream. 

Then she saw the menace in Ock's eyes and the sinister smile on his face. And this time, she did scream. 

One of the tentacles scooped her up and held on tight as the other three carried them both out of the deli, across the street, up a wall, and away from the scene. 

People ran out of what was left of the deli, screaming for help, dialing cell phones, frantically trying to escape the madness... 

...and missing completely the escape of something else. 

With a surge of strength he hadn't felt in weeks, Peter burst out of the rubble and leapt free of the debris. He ran out into the street, trying to figure out where Ock had gone... 

...and realized he couldn't see a thing. 

On a hunch, he reached up and pulled off his glasses... 

...and the view became clear. 

He raised his glasses again just to make certain his mind wasn't playing yet another trick on him... 

...and everything went blurry. 

He lowered them... 

...and everything came into focus. Strong, clear focus. 

Peter dropped his glasses to the ground, not caring that the lenses were now shattered beyond repair, because he'd never need them again. Now he had focus. Strong, clear focus. 

There was just one more thing he needed to do.

* * *

J. Jonah Jameson stared out the window, occasionally looking at his wall before returning his gaze back out the window, as if he were desperately hoping to see something, _anything_, that might take away the pain and guilt he felt in the depths of his soul. 

Robbie Robertson hung up his cell phone and came into Jameson's office, shaking his head in dismay. "Still no word on the whereabouts of your son's fiancee, Jonah," he announced. 

Jameson knew that was what Robbie was going to tell him. Moments ago, Betty had insisted he had to take a call immediately and handed the phone to him to force him to obey, and as he listened to the receiver, the TV in his office had showed the mass carnage in midtown and confirmed what his son was frantically telling him--Doctor Octopus had destroyed a deli, killed at least two people whose bodies they'd been able to find in the rubble, and kidnapped John's fiancee. Jameson had ordered everybody in the office on every available phone ever since, calling in every favor they had, every policeman they knew, every news chopper in town to search the skies for the metal-armed menace, but to no avail. Doctor Octopus was long gone, and John's fiancee was gone with him. And there was no one who could have stopped him...not any more. "It's all my fault," Jameson said, his voice full of emotion. "I'm responsible." He took a puff from his cigar to keep himself from breaking down. "I drove Spider-Man away." 

"He's the only one who could have stopped Octavius," Hoffman observed, coming into the room behind Robbie. 

_Thank you, Mr. Exposition._ But even as Jameson thought that sarcastic retort, he realized Hoffman was right...Spider-Man _was_ the only one who could have stopped Ock. And Jameson had been so proud to be rid of him, to have his costume tacked up in his office like some sort of macabre trophy. He looked up at the lifeless pieces of neoprene mounted on the wall behind his desk. 

The white-silver eyes of the mask seemed to be glaring down at him mockingly. 

"Yes," Jameson sighed. "Spider-Man was a hero. I was too blind to see it. And now it's too late." He turned to look his two staff editors in the eye, as painful as it was to do so. "He was..." 

There was a strange sound, like a big blob of hand lotion squirting out of a tube, and then a rush of wind. Jameson whipped around... 

...and found his trophy was gone, replaced by a wheel-shaped spider web across the wall. 

"...a thief!" Jameson shouted angrily, grabbing the piece of paper that was stuck to the web's center, a familiarly taunting note that read "Courtesy, your friendly neighborhood Spider-Man". "A public menace! A criminal! He stole my suit!" 

Neither Robbie nor Hoffman made any effort whatsoever to conceal the smiles spreading across their faces. 

"I want that wall-crawling arachnid prosecuted!" Jameson bellowed, infuriated that once more he'd been shown up by that masked menace. "I want him strung up by his webs!" He looked up at the skylight that his visitor had left open as a metaphorical thumbing of the nose and shook his fist at it. "_I want Spider-Man!_"

* * *

Moments later, _The Daily Bugle_ confirmed in print what many Manhattanites had already seen by taking a look overhead... 

**He's Back!**

* * *

It felt good to be back. 

Under normal circumstances--or whatever passed for normal in his life--Peter would be relieved to be safely ensconced behind Spider-Man's mask once more and swinging high over Manhattan. It really didn't seem to matter how bad things were in Peter Parker's life, Spider-Man was always able to soar above it, to move forward, to be steady and do the right thing. Until a month ago, when all of that changed and his brain engaged some kind of mental block to allow Peter's fried psyche a chance to regain its footing in life once more. He'd loved being able to live an ordinary life at first, then slowly but surely realized that an ordinary life just wasn't possible when you yourself were anything but ordinary, even when some part of you _really_ wanted to pretend otherwise. It had taken a while, but he'd finally understood that what he'd lost wasn't his powers, but his drive, and that was what he needed to find again in order to regain some measure of control over his own destiny. 

Well, he'd found it. He just wished it hadn't been because MJ had been kidnapped by an insane supervillain again. But Aunt May had always told him that when life hands you lemons, make lemonade. And when it hands you octopi, he supposed that meant he should make polpetti nell'aceto. Which was pretty much what he intended to do once he got his hands on that metal-armed maniac. Ock wanted Spider-Man, he was going to get Spider-Man...all 160 hard-muscled pounds of tanned, rested, and really pissed-off Spider-Man. 

He aimed his web swings for the West Side clock tower, as it was now just minutes until three. This was one engagement he couldn't afford to be late for. 

A glint of sunlight off Ock's mirrored shades told Spider-Man that his opponent was waiting for him just as he'd promised. Unfortunately, there was no sign of MJ nearby. All the more reason to spend more than a little time waling away on the son-of-a-bitch before he tore those annoying oversized dryer vents off one by one. Idol or not, mentor or not, the only thing that mattered right now to both Spider-Man and Peter Parker was safely rescuing Mary Jane Watson, and if it meant he had to inflict some serious pain on her attacker, well, them's the breaks. 

As Ock climbed up the clock face toward the building's peak, Spider-Man swooped in and made a pinpoint landing on the side of the tower's spire. "Where is she?" he demanded angrily. 

"Oh, she'll be just fine," Ock replied, smiling cruelly and beckoning Spider-Man to come closer. "Let's talk." 

_Let's not and say we did._ Spider-Man dove off the spire and straight down onto Ock. 

For the next thirty seconds, metal-plated fists and spandex-covered ones traded incredibly powerful blows as two men and twelve limbs joined each other in combat. Ock had learned a lot about basic fisticuffs since their last encounter, and he was keeping up far better than Spider-Man had anticipated he would. But this time, the metal arms didn't intimidate Spider-Man one bit. They were just extra fists, and he knew how to dodge fists _very_ well. Those strong tentacles couldn't harm him if they couldn't catch him... 

...which one of them finally managed to do, and Ock flung him off the tower. 

Spider-Man caught the massive minute hand on the clock's face to stop his fall. 

One of the tentacles slammed into the minute hand near its pivot point and broke the metal free, and now Spider-Man and the huge metal beam were plummeting toward earth once more. 

Spider-Man hurled two web balls into Ock's chest and another one into his face. 

Ock nearly fell off the tower before one of the tentacles managed to catch the edge of the roof and secure his balance. 

Spider-Man shot one web into the underside of the roof with his left webshooter, then another onto the falling beam with his right one. Wrapping the webbing around each hand, he used the left web to stop his momentum and provide just enough leverage for him to use the right-hand webbing to fire the metal minute hand back up at Ock like a gigantic arrow. 

The minute hand's point drove into the top of the tower at an angle and pinned Ock against the roof. Enraged, Ock made the tentacles pull the oversized spear out, snap it in two like a twig, and hurl the pieces straight down once more at Spider-Man, who was rapidly ascending upward on the web's elastic reaction. 

Spider-Man contorted his body to kick both pieces aside harmlessly, then let go of his slingshot web and shot two more web lines right at Ock. 

Both shots impacted Ock right in the center of the chest. The tentacles pulled at the webbing as hard as they could. 

_Thanks for the assist,_ Spider-Man thought as he swung back toward the building, then pushed off it with his feet, wrapped the webbing around both fists, and yanked down hard. 

Ock lost his balance and toppled off the tower. 

Superhero and supervillain collided in mid-air and once more began trading punches, even as they plummeted at near-terminal velocity toward Earth, with nothing between themselves and the ground except a set of elevated train tracks... 

...and then their combat was halted when they both landed with a thump atop a speeding commuter train.

* * *

The passengers inside the train screamed as the train jolted hard and the roof dented inward for nearly three car lengths. What the Hell was going on? Earthquake? Bomb? Giant multi-armed monster?

* * *

Both Spider-Man and Doc Ock tumbled head over heels down the length of the train, rolling helplessly along, unable to get their balance and their appendages under them to stop their momentum. 

Ock finally managed to clamp a tentacle onto the leading edge of one of the cars and felt himself jerk to a stop. 

Spider-Man slapped his left hand against the roof of the same car and caught his balance in a long, lean, stretched out asana, stopping half a car-length away from his opponent. 

For a moment, both combatants looked as if they were bowing to one another in some bizarre martial arts ritual, or maybe even an elaborate dance. 

Then they launched their attacks against each other once more. 

For two men of completely different sizes with completely different skill and weaponry--Spider-Man's lithe, inhumanly muscled body with its organic webshooters and insanely-fast reflexes; Ock's middle-aged professor build with deadly lethal mechanical implements that could think for themselves and act accordingly as well as respond to their creator's every mental command--their battle was more or less a stalemate. For every slicing pinch of the tentacles Ock got in, Spider-Man got in at least one punch or kick more; for every web shot or rapid darting move Spider-Man could pull off, Ock could retaliate with just as many ruthlessly efficient slicing attacks from the arms. Every time Ock tossed Spider-Man aside, Spider-Man would manage to contort his body to pass under a low-hanging bridge or dive through the latticework on a pedestrian overpass and land right back in the thick of things. Every time Spider-Man thought he'd managed to get out of Ock's sight range, one of those damned tentacles and their all-seeing eyes would spot him and warn Ock of the incoming attack, and the advantage would be gone. Their mini-war raged virtually non-stop atop the train, on the sides of the train, inside the train, and at one point one of the tentacles even ducked under the train to sneak a peek at where Spider-Man had managed to get to this time. 

Ock finally managed to catch Spider-Man in mid transition and fling him off the train to the ground below. 

In an insane move that even a video game designer couldn't have dreamed up, Spider-Man hit the ground, shot a web into the rear train car, butt-luged along the street between cabs and other vehicles for a second before catching another web on another wall, then used the train's momentum and the other line's elasticity to pull him up into the air, where he took off web-slinging in hot pursuit of the train. 

Infuriated, Ock ordered two tentacles to smash out windows to the train car and grab two passengers, then threw them one at a time at Spider-Man. 

Incredibly, Spider-Man caught them both by swinging under them to stop them from falling, tossing them into the air, and spinning a wheel web across a gap to provide them a safe landing platform, and he was _still_ staying in hot pursuit of the train. 

Ock spotted the commuter platform ahead and knew the train would soon have to slow down, and that would be it...unless he could get to the front of the car... 

Spider-Man suddenly realized what Ock was trying to do, and the race was on. 

Thanks to his very large head-start, Ock got there first and celebrated his victory by smashing out the operator's window with a tentacle, grabbing the acceleration handle, and shoving it forward as hard as he could. 

The train sped up, past 60 miles per hour...80...100... 

The tentacle twisted the handle and broke it off, leaving the accelerator stuck in its maximum position. 

As Spider-Man leapt onto the speeding locomotive, Ock tossed the broken handle to him. "You have a train to catch," he taunted the wall-crawler before giving him a mock salute and leaping off the train, letting the tentacles carry him away. 

Spider-Man swore mentally. Once more, he'd been given an impossible choice--the lives of the many, or the life of his one true love. And as horrible as the memories that the situation invoked were, he realized that this time, there really was no choice--this was a packed commuter train, and probably a hundred or more lives depended on him putting a stop to this madness. Besides, Ock clearly wanted Spider-Man, not MJ or the train passengers; if they all survived, he had no doubt Ock would be coming back for him, and he could _then_ tend to finding Mary Jane. 

Right now, though, he had a train to catch. He raced to the front of the train and looked into the operator's booth. 

The operator was trying to pull what was left of the acceleration lever back, but to no avail. "It's stuck!" he cried out. "I can't stop it!" 

The overloaded gauges burst into sparks, touching off fires throughout the operator's booth, and everybody drew back--even Spider-Man, whose eyepieces got cracked and scorched in the mini-explosions. He settled back atop the train and yanked the mask off so he could see again. 

A second later, he would wish he couldn't see. Because his spider-sense had surged ahead on the route and found the end of the tracks--with only a spring bumper barrier and a car's length of extra track separating the end of the line from a 15-story dropoff. A dropoff that was coming up awfully fast... 

Peter crawled down onto the front of the train and flipped himself right-side up, coming to rest on the step below the train's front emergency door, just above the coupling. 

"Oh, my God--it's Spider-Man!" one of the passengers realized as they spotted the young man's familiar-looking red-and-blue costume. 

A murmur went up through the car, instantly transforming fear into hope. 

Peter lightly tossed the mask inside one of the many broken windows of the car for later retrieval--it was more-or-less useless in its current condition, and right now he needed every bit of clear focus he could get and every inch of real estate on his hands and feet if he was going to pull this off. "Tell everybody to hang on!" he shouted over his shoulder. 

"Brace yourselves!" the conductor called out. 

As the order filtered back, Peter took a deep breath, then dropped down onto the tracks themselves to try and stop the train with the sheer force of dragging his feet. This normally worked with a speeding semi, and he had once stopped a subway car like this, too, but neither of those were as big or going as fast as this train. The force of the train's speed combined with the denseness in Peter's limbs was too much for the railroad ties to take, and they shattered like twigs under Peter's heels. But the train never slowed down. 

_O.K., this clearly isn't working..._ Peter sprang back onto the front of the train car and rubbed his aching knee, trying to figure out what to do next, because the end of the line was still coming up awfully fast... 

"Any more bright ideas?" the conductor asked sarcastically. 

Peter gave the guy an annoyed glare. "I've got a few, yeah!" Then he returned his attention to the front of the train. _Well, Parker...any more bright ideas?_

Then he thought of one. He shot one web out of his right wrist onto a nearby wall, then another out of his left. He grabbed the lines and held tightly. 

The speed of the train nearly pulled his arms out of their sockets as the webbing went taut. He kept his grip as he felt the train starting to slow down a bit... 

...and that was when he heard the disheartening snap of concrete facades tearing away from their walls. The webbing was far stronger than the brickwork, but the speeding train was stronger than both of them, and now without the tension on his arms, Peter lost his balance. 

Everyone in the front of the train screamed as he pitched forward. 

In a last-second desperation move, he rotated his feet slightly to change his toehooks' grip on the emergency step where he'd been standing. 

The grip change worked, and he was able to regain his balance and pull himself back up. But he'd lost valuable time, because now the end of the line was coming up _way_ too fast. 

_Think, stupid, think,_ he chided himself. _Physics 101--momentum equals mass times velocity. Can't change the mass of this thing, so I've somehow got to apply enough opposing force to get the speed down to zero..._

And then the answer came to him. 

Dr. Conners would be proud of the way his "brilliant but lazy" student applied basic physics principles to the dire situation he'd found himself in. Two webs couldn't stop the train before the brickwork tore because there wasn't enough distribution of force between the two points. So Peter started firing webs as fast as he could fire them, faster than he'd ever even tried firing before, snagging wall after wall after wall after wall, creating as many points of resistance as he could. Then he wrapped every strand around his fists and pulled tightly, trying to contract every muscle in his body toward the center of his chest. 

"We're slowing down!" one of the passengers realized. 

The train pulled hard against the webs, and the entire front of the car bent inward from the massive tensile strength of the steel-cable-like webs being stretched across its structure. 

Peter was gritting his teeth, trying to concentrate all his energy on holding onto those lines, but the pain was excruciating. He let out a primal roar as he kept pulling the webs in toward him. The tension on his own body was so immense that the suit was splitting across the shoulders, pecs, and biceps as those particular muscles bulged with contracting fibers in ways that they'd never done before. 

One web strand broke, tearing brickwork away as it did. 

Then another. 

Then another. 

But enough of them were still holding to continue to slow the train, though not nearly as fast as Peter needed them to...the oncoming barrier was now just inches away from him, and he realized with horror that they were not going to be able to stop in time without a lot of help. He concentrated every last bit of physical energy he had inside himself into pulling those web lines inward, trying to create a giant slingshot to stop the train from tumbling into the abyss. 

The train hit the barrier, but at a speed barely over 5 miles per hour...hard enough to trigger the train's anti-collision systems to shut off all power to the engine and engage emergency brakes. 

The front wheels in the front car slid forward and off the end of the tracks, but that was all. The rest of the train was being held back by the slingshot webbing and the sheer raw strength of the man gripping each end of the thick web ropes. 

"We've stopped!" someone whispered. "He did it!" 

Peter didn't move until he felt the train's forward motion come to a complete stop before retracting slightly from the edge due to the webs' elastic reaction. _I did it,_ he realized, feeling an incredibly satisfying sense of relief. Then he dropped the web lines and fainted dead away. 

The passengers reached out either side of the front windows and caught his body before it could fall off the step, and the conductor unlocked the emergency door of the car to bring him back inside. 

Carefully, gently, almost reverently, the passengers passed Peter's prone form, arms still stretched out crucifixion style, hand over hand back through the length of the car to the rear, where there was less chance of a sudden shift in momentum carrying the entire train off the tracks. "Easy," someone urged. "Slowly...all together now..." 

Dozens of hands lowered Peter's nearly-lifeless body to the floor of the car. 

"Give him some air," one of the passengers urged, and they all stepped back from him. 

For what felt like an eternity, no one dared speak. The nearly-filled train car full of still-uneasy passengers just stared at the completely motionless body of their rescuer, one who'd been gone for far too long but had come back at just the right moment to save them all. 

"Is he alive?" someone finally asked. 

One man couldn't believe what he was seeing. "He...he's just a _kid_," the man said incredulously. "No older than my son." 

Indeed, several passengers couldn't believe their eyes. There had been a lot of speculation over the past two years about what kind of man Spider-Man was, mostly from the tabloids and the _Bugle_, with rumors of him being some deformed monster or "mutant weirdo" being the most popular theories...but no one could believe that when all was said and done, "The Amazing Spider-Man" was just an average-looking boy, a young man likely not much out of his teens. It was almost like someone had grafted an ordinary kid's head onto a muscleman's body. The whole image was just surreal. 

And then the anything-but-ordinary kid began to stir. 

And everyone breathed a sigh of relief.

* * *

_Ow. Ow. Ow._

Peter had never been so thankful for muscle cramps in his whole life, because that meant he'd actually lived through that whole ordeal. He slowly opened his eyes to get his bearings. 

The first thing he noticed was of dozens of faces staring down at him. Nothing too unusual about that; not every day a superhero wages a war with a multi-armed lunatic in your midst during your evening commute, especially when that superhero had been gone from the scene for a month now. 

The second thing he noticed, though, was that he was seeing them clearly, without the visual changes his polarized eyepieces normally gave. He put a hand to his face quickly... 

...and it touched skin. 

His eyes widened in horror as he remembered tossing the mask aside in the heat of the moment. He quickly sat up...and then regretted the hasty motion as his vision blurred and his head swam, and he nearly passed out again. But even as he thought he would black out again any second, he tried to turn his face away from the onlookers. 

An older man knelt down beside him and put a steadying hand on his shoulder. "Hey...it's O.K.," the man soothed, making eye contact with Peter, showing him the warmest fatherly smile he could give. Then he gave a glance over his own shoulder. 

Two young boys made their way to the front of the onlookers. One of them was holding Spider-Man's mask in his hands. "We found something," the one clutching the mask said. 

Peter just stared for a moment as the boy extended the mask toward him. All this time, he'd just assumed that with a few notable exceptions, the type of wanting and needing he'd encountered throughout his superhero life was one of raw consumption, people who needed his help right then and there who then discarded any feelings they had for him after he'd done his duty and sent them back to their everyday lives. But evident on every face he saw standing before him was genuine concern for his well-being and genuine relief that he was alive...and genuine happiness to see him again. He had been missed. He had been needed. And he had been _wanted_. 

"We promise we won't tell," the other young boy insisted. 

"None of us will," a passenger behind them echoed. 

Peter nodded his understanding, then reached out and took the mask back from the boy. 

"It's good to have you back, Spider-Man," said the boy who had, for a brief moment, experienced every New York kid's fantasy--actually getting to meet Spider-Man face-to-face. 

Peter pulled the mask over his face before he finally allowed himself to smile. It was good to _be_ back. 

Several hands reached out to support and balance Spider-Man as he slowly got to his feet and tried to get his bearings once more. He'd saved the day for these people, but one very important person still needed his help, which meant he needed to find Doc Ock and get back on his trail... 

...and that was when he realized his still-weak spider-sense was telling him he wouldn't have to go looking for Ock at all. 

A second later, the train car's rear doors ripped open and Ock stormed inside. "He's mine!" he shouted angrily. 

A large, burly man with a thick Jersey accent stepped right in front of Ock. "You wanna get to him? You're gonna have to go through me." 

"And me," another passenger answered, stepping up to the fore. 

"Me, too," a woman said, joining the growing group of commuters who were inserting themselves firmly between Doc Ock and his prey. 

One more man stepped to the front. "You're going to have to go through _all_ of us." 

Ock raised an eyebrow. How very cliched. "All right," he said blithely. 

Then two tentacles snaked their way through the hedgerow of people and split it in two, shoving passengers hard against the side walls, crushing them so tightly against windows that several panes of glass broke in the impact. 

Everyone screamed, even as another group of passengers moved to take up positions in the battle to protect their weakened hero... 

...or would have, if Spider-Man hadn't put up his own hand to stop them. He shook his head and made motions to urge them to step back. 

The remaining passengers did so. 

Spider-Man slowly staggered up the aisle toward Ock, seemingly surrendering himself in an effort to stop the madness. 

Ock smiled. Then he shot a tentacle out and slammed Spider-Man in the jaw. 

The last of Spider-Man's strength left him as he hit the floor and passed out.

* * *

Harry Osborn downed yet another glass of liquid courage as he sat in his father's..._his_ study, not really believing what he'd gotten himself into. He'd seen the news reports, heard the rumors that Spider-Man was back, even seen the evidence for himself on TV as cameras caught glimpses of webbing dangling from a commuter train. He'd also heard Octavius had destroyed a deli and that at least two people were dead, and someone said he'd even kidnapped a woman, though no one knew who or why. He found himself hoping and praying that Peter hadn't been among the wounded or killed at the deli, because he was still feeling incredible guilt about having essentially condemned the only friend he had in the world to... 

And then the thought got cut off by hard, heavy, pounding thuds that came to a stop just inside the French doors. Harry turned around. 

Ock was standing at the windows, two tentacles holding their prize capture over his head...Spider-Man, wrapped head to toe in heavy-gauge barbed wire and completely unmoving. "Where do you want him?" he asked in a tone that reeked of smugness. 

Harry couldn't believe it. His one goal, his singular obsession for over a month now, was finally within reach. He gestured with a shaking hand to the chaise lounge. 

The tentacles placed him on the lounge gingerly, as if presenting a great gift or breakfast in bed. "And my precious tritium?" 

Oh, yeah, right, that _had_ been part of the deal. Harry managed to peel his eyes off Spider-Man for one moment while he crossed the room to the massive portrait of his mother that covered his father's..._his_ wall safe. He opened the concealing door, spun the combination lock, and turned the handle to open the safe. 

Inside, among priceless jewels, huge bundles of stock, and about a million in cool cash was the only treasure worth anything, in Ock's opinion...OsCorp's entire stock of tritium, encased in a lead crystal sphere and mounted inside a lead cylinder with glass front. The sphere itself was the size of a soccer ball, and the tritium inside it glowed a brilliant gold. 

Harry reached for the cylindrical case. 

One of the tentacles backhanded him away, and Ock strode over to the safe to harvest this precious treasure for himself. 

Harry recovered his senses and turned back around to stare at the chaise lounge once more. Two years ago, Spider-Man had laid his father's dead body on this lounge and ran like the coward he was when Harry walked in on him unannounced. How ironic...not only was Spider-Man now the one on the lounge, he would never be able to run from anyone again. He could feel his heart pounding with anticipation... 

...then realized that the pounding was coming from Doc Ock, tentacles stomping across the room, down the walls, racing away as he took his precious tritium to go do whatever-the-Hell-he-wanted with it. Harry didn't care, frankly. Ock could blow up the whole city if he wanted to as long as he held off long enough for Harry to finally deal with the only thing he'd wanted out of this whole arrangement ...Spider-Man. 

Harry had spent many a sleepless night planning this very moment over the last month. But the one detail he hadn't prepared for, ironically, was the very one he was now facing--Spider-Man being essentially trussed up and thrown on the altar like a sacrificial lamb. His body was eerily still, and if it weren't for the blood still oozing from two massive pincer wounds on his sides and the occasional rise and fall of the chest, Harry would have sworn Ock had broken his end of the deal and gone ahead and killed the bug. Not that the bastard didn't deserve to die, but Harry wanted to be the one to dispatch him to Hell. 

He didn't even hesitate in selecting his weapon of choice--his father had been impaled through the groin with blades, so that was how Spider-Man was going to die, too. He took one of the many ceremonial daggers from his father's collection off its display stand and carried it over to the body. "If only there was a way to cause you as much pain as you've caused me," Harry growled, unsheathing the dagger as he stood over the lounge. 

His prey's chest rose and fell once more, then again, then settled into a stronger breathing pattern as his head rolled slightly to one side. 

Harry knew what that change in breathing patterns and motion meant--he'd been hunting with his father enough times to know an animal was most dangerous when injured and cornered, and when you found one acting like that, you needed to take the killing shot immediately before they had a chance to lash out at you. Which meant he needed to get this over with quickly, before Spider-Man could wake up and settle the score in his own manner. "First let's see who's behind the mask, so I can look into your eyes and watch you die..." 

He gave the mask a yank straight up...and suddenly found himself staring into the stark blue eyes of Peter Parker. 

Harry dropped the dagger, sheath, and mask as he stumbled backwards, feeling as if Ock himself had just slammed one of those tentacles into his gut. "Peter...no...no, it can't be..." This was a trick, it had to be; Ock must have stolen the costume from Jameson's office and stuffed Peter into it as some kind of bizarre practical joke. Yes, that had to be it, he decided as he fell into the desk chair, unable to stand upright any longer. 

If Harry thought he was surprised to see Peter, he didn't know the half of it. Peter's eyes widened in complete and utter disbelief, then narrowed in focused anger. _Harry? Harry and Ock, in this together? This whole thing was a setup to bring me here so Harry could fulfill some sick revenge fantasy? Oh, no way--not today, you son of a bitch..._

Harry watched in utter amazement as Peter gave one flex of his massive arms and the thick barbed wire binding his upper body and wrists shredded like tinfoil. Another flex from Peter's equally muscular legs, and the remaining wire broke away, and now Peter was on his feet, tossing aside wire scraps as if they were confetti as he stalked across the room. "Where is she?" Peter demanded, the rage in his eyes practically a living thing. "Where is he keeping her?" 

_She? Her?_ Harry looked completely confused, unable to speak, unable to do anything except just stare at Peter while his entire world crumbled around him. 

"He's got MJ!" Peter continued, still outraged that his so-called best friend would stoop to this level. He'd about had it with playing "I've Got A Secret" with Harry, and now that his own secret was out in the open, it was time to show this arrogant SOB who was _really_ in control here. "He's going to kill her!" 

_MJ?_ Harry remembered the reports of a woman being kidnapped from midtown today, but had no idea Octavius would go _that_ far, because that wasn't at all what Harry had told him to do..."What?" Harry finally managed to say aloud. "No...no, all he wanted was the tritium..." 

Peter's eyes once more widened in disbelief and horror, and it took everything he had not to backhand Harry across the room for being such a complete and total idiot. "_Tritium_?" Peter said incredulously. "He's making the machine again! When that happens, she'll die, along with half the city!" He stormed over to Harry's chair. "I have to stop him! Now, where is he?" 

Harry just stared up at his friend's face...at Peter's head mounted on Spider-Man's body. It couldn't be real. It looked like something out of a bad horror movie, and felt like a nightmare. His best friend...his only friend...his blood enemy..."Peter," Harry whispered dumbly, tears rimming his eyes, "you killed my father..." 

Peter felt his fists clench as anger boiled inside him. For two years, he had been wanting to tell Harry the truth, to explain what had really happened even if he had to physically beat the crap out of his friend to get him to slow down enough to listen, to somehow get Harry to let go of this sick revenge fantasy he had and understand the real story. Norman Osborn was a murderous madman who'd killed himself while trying to kill Peter, he'd assaulted Aunt May and kidnapped Mary Jane, he'd nearly killed Harry himself at Times Square, he'd killed his entire board of directors at that same event, he was the maniacal Green Goblin... 

...and then Peter remembered a plea from a dying man. 

_Peter...don't tell Harry..._

Norman Osborn may have been an insane maniac, but he somehow knew by making those his last words that Peter would honor them. Because it was the right thing to do. _And sometimes to do the right thing, we have to be steady and give up the things we want the most...even our dreams of making our friends understand why we chose the path we did, because we would never want them to know the true horror of what their father had become. No one should have to live with that kind of burden._ "There are bigger things happening right now than me and you," Peter said through clenched teeth. "Harry, please, I have to stop him. Tell me where he is." 

Harry just stared at Peter, unable to move. 

Peter frowned. _Looks like I'm on my own, and once more my life and the lives of the ones I love are left in shambles. Nice to know some things never change._ He snatched the mask up off the floor, gave Harry one last angry and contemptuous glare, then pulled the mask on and leapt off the balcony to take up the chase again. 

And all Harry Osborn could do was just sit there and stare as the very fabric of his reality was shredded beyond repair.

* * *

Mary Jane Watson was _really_ sick of being a pawn for psychopaths. 

For the second time in two years, which was twice too many times in her opinion, she found herself the target of some psychotic madman with designs on taking over the world or running Manhattan or whatever-the-Hell lunatic supervillains did nowadays. She'd been hogtied and shackled with what had to be chains from an industrial crane or a super-duper tow truck for hours now to this dripping, nasty, rusted pipe, left all alone while Octopus Guy or whatever he called himself was off tending to one errand after another, gagged for much of that time. It had taken most of that time for her to finally manage to get enough play in the ropes around her hands to pull the gag out of her mouth, and now she was wasting no time verbally harassing Science Squid, who seemed to have forgotten all about her while he was playing with a giant glass marble and a bunch of oversized Tinkertoys. She let out her best "Hey Taxi" whistle to get his attention. "Hey! Arm Boy! I'm talkin' to you!" 

Ock finally removed his smoked glass welder's goggles and gave an annoyed glance over his shoulder. 

"Look, you got what you needed for your little science project," she continued defiantly, as mad about being held hostage as she was about the fact that the curtain would be going up on her show in less than an hour and she wouldn't be there to take the stage. "Now let me go!" 

"I can't let you go," he explained annoyingly matter-of-factly. "You'll just bring the police." Then he smirked. "Not that anyone could do anything to stop me now that Spider-Man is dead." 

That gave MJ pause as she felt her breath catch and her heart skip a beat. No. That wasn't possible. Yes, Spider-Man had been gone for over a month, and yes, John's dad had his costume on display in his office, and yes, the papers and the news outlets had all declared that Spider-Man was no more, but that couldn't possibly mean..."I don't believe you," she said, decidedly less defiant than she'd been a moment ago. 

"Believe it," Ock snapped, then turned back around, lowered his goggles, and started typing commands on the keyboard. 

Eight plasma lasers came to life and shot their beams into the tritium sphere, floating in the much larger magnetic containment field generated by the multi-story actuator arms. 

The sphere began to spin rapidly, its golden color increasing dramatically. 

And then, suddenly, it burst into a sun the size of a VW Bug. 

Ock watched his beautiful fusion reactor come to life and beamed proudly. How gorgeous. How awe-inspiring. How magnificent. This truly was the fulfillment of a lifetime of dreams. That stupid girl should stop her squirming and look on in glory at the experience of a true breakthrough in science... 

And then the view from one of his arms noticed why the girl was squirming...because the golden glow had illuminated just a hint of a figure in red and blue scurrying along the rafters.

* * *

"Surprise!" 

MJ looked up at the sound in her ear...and right into Spider-Man's reflective eyepieces, or what was left of them. One was cracked, the other scorched. The whole thing strangely resembled Peter's broken glasses...how odd that that was the first thing she'd thought of... 

...then she realized her reaction might betray his position. She schooled her expression and returned to staring straight ahead at the mini-sun, which had gotten noticeably larger since the last time she looked at it. She wondered if that was what was supposed to happen, because unless she was badly mistaken, it was getting considerably warmer in here, too... 

"Listen," he whispered in a tone filled with urgency as his fingers began working on the knots in her wrist ropes, "as soon as you get out of here..." 

And then his sentence was cut off by a tentacle that flashed past her head on its way to his jaw. 

Incredibly, Spider-Man managed to spring away from the flashing tentacle and land on the tiniest of perches practically on the opposite side of the room from his opponent. It had been so long since MJ had seen his amazing feats in person that she'd almost forgotten how amazing they truly were. It was one thing to read about his superhuman exploits in the papers or see fleeting glimpses on TV, but quite another to see the man in action, up close and personal. And boy, was she ever glad to see him. 

And boy, was Ock pissed off, judging by the way his tentacles were lashing out at the annoying arachnid. "Spider-Man!" Ock roared as he threw aside his goggles and stomped off the platform. "I should have known Osborn wouldn't have the spine to finish you!" 

MJ's jaw dropped. _Wait...Harry is responsible for all this? He hates Spider-Man, yeah, but bad enough to sanction kidnapping me, assaulting his best friend, and committing premeditated murder? My God..._

"Shut it down, Ock!" Spider-Man ordered, practically flying across the ceiling, trying to stay one perch ahead of the deadly pincers. "You're going to hurt a lot more people this time!" 

"Well, that's a risk we're willing to take!" Ock snapped back as a tentacle grabbed a plank and started swinging it like a club. 

Spider-Man started to make a sarcastic retort about Ock's use of the royal "We", then suddenly realized that there was no affectation involved here. _Oh, my God, the tentacles...their A.I...they're in control. They don't realize how bad this really is...they're treating it like just another experiment, with no regard for the consequences if it fails, and they're going to protect this one at all costs. I have got to get through to the man inside this monster somehow and make him overrule the machines, if it's even still possible..._ "Well, I'm not!" he retorted, then leapt for the power grid. 

A tentacle lashed out and snared his leg, then slung him away with such force that his body burst through the building's roof. 

MJ screamed as he vanished, feeling her hopes for rescue vanish with him. 

And then the rusty pipe she was attached to began to shake. She looked around. 

Metal items all around her were being drawn into the fireball, which had begun to swell to incredible dimensions and emit lethal-looking solar flares. She heard the steel beams in the roof groaning from the strain, watched sheet metal beginning to peel off the walls like old paint, and felt the chains around her lower body begin to tremble and tug against her as the sun-like object in the center of the room kept getting bigger with every object it drew into itself. 

Mere seconds later, Spider-Man swung back into the building on a web and pounded Ock in the chest with both legs. 

The two of them crashed through the floorboards and into the East River below. 

Now Spider-Man had the advantage. Ock's limbs may have been impervious to heat and magnetism, but they apparently weren't waterproof because their coordination and strength had diminished noticeably. They were still snapping at Spider-Man, but with their actions now severely limited, Spider-Man quickly regained the upper hand and unleashed some long-overdue payback. He punched Ock in the stomach. _That's for Aunt May._

Then one in the left jaw. _That's for MJ._

Then another one in the right jaw. _That one's for me._

He had just cocked his fist back for another punch when his spider-sense suddenly alerted him to a much more pressing matter happening right behind him. He turned around. 

The heavy metal chains on MJ's body were now being pulled toward the reactor's magnetic field, and MJ was hanging suspended in mid-air, her only anchor being the ropes on her wrist hooked around a spigot on the pipe she'd been tied to...and that was starting to grotesquely deform as well. She screamed for help. 

"Hang on, Mary Jane!" he shouted, then gave Ock and his snapping pincers two more quick punches before leaping to MJ's rescue. 

The spigot on the pipe finally gave way under the pressure, and MJ let out a shriek of terror as she felt herself being sucked through the air toward the growing inferno... 

...and then she felt herself stop. She tried to look behind her. 

Perched on one of the few wooden support beams left in the building was Spider-Man, who had shot a web into the ropes binding her wrists and was now pulling with all his might. She could feel the incredible force of the magnetism attracting the heavy metal chains and the taut pressure on her wrists from Spider-Man's web doing everything humanly--and superhumanly--possible to counteract the force. But at the rate this fireball was growing, it would be just a matter of time before either the ropes, Spider-Man's webs, or her own bones gave way... 

...unless she could get the chains off. MJ began twisting her body and shaking her feet, trying to loosen the chains enough to slide out of them. 

A second later, the fusion reactor swelled again. A flare shot out and sliced through one loop of the chains near her feet. The magnetic recoil attraction from the circling flare finished sucking away the rest of the chains, and now she was reeling away from the fire as if she were on a zip line. 

Spider-Man quickly reached out to catch her before she could go flying past him and gently set her on the ground, snapping her wrist ropes as if they were sewing thread in the process. "_Run_!" he ordered, turning her toward the exit and giving her a gentle-but-firm push in encouragement. 

She took off running...then stopped as she heard a sound like a baseball bat impacting something hard and Spider-Man crying out in pain. She turned around... 

...just in time to see Spider-Man land with a "thud" on the floor amidst what looked to be straw from leftover packing crates and one of Doc Ock's tentacles tossing aside the heavy wooden pier plank it had used to knock him there. 

MJ gasped. Two years ago, she'd watched a badly injured and virtually defenseless Spider-Man, hanging from a web line after he'd heroically saved her life and the lives of a dozen or more passengers in a tram car, being snared away on a tow line by the Green Goblin and slammed into the roof of the hulking ruins on Roosevelt Island. She had never felt so helpless in her entire life... 

...until now. Because it was obvious that Doc Ock had knocked Spider-Man out cold, and now, as one of those damned tentacles picked up Spider-Man's limp body by the heel and dangled him in the air, he was clearly intending to finish the job Harry Osborn had apparently botched. 

MJ felt her resolve hardening. She could not let him die. She _would_ not let him die. She looked around for a moment, then found a wooden club of her own.

* * *

Ock smiled cruelly at the impossibly loose-limbed body of his opponent now dangling helplessly before him. At last. The last "bug in the system" was about to be no more. He wondered for a moment how he should dispatch with the annoying pest. Tear his limbs off? Squash him like the bug he was? Throw him into the magnificent fusion furnace and use the natural elements in his body to further power the reaction? Whichever means he intended to use, he needed to do it fast, because in spite of taking a near-decapitating-force blow to the head, Spider-Man actually looked as if he was trying to come around... 

Then one of the tentacles warned him that not all the pests were yet dispatched. 

As MJ stepped up behind him and prepared to swing her plank, one of the tentacles lashed out and backhanded the tiny woman across the room. 

And at that moment, Doctor Octopus had sealed his fate. He just didn't know it yet. 

Returning his attention to his prey, he produced a spike on the end of another tentacle and gave a smile of smug triumph. "Let's see you scurry out of _this_ one," he said, cocking back the tentacle to strike. 

As the spike flew toward him, Spider-Man shot a web into the thick bundle of high-voltage power cables beneath him and yanked them straight up into its path. 

The spike drove right into the line bundle...and sent enough juice through Ock's body to light up Broadway. 

The pincers all flew open wide and dropped Spider-Man to the floor. 

Spider-Man took only a second to regain his senses, then raced over to the patch board where the wires providing power to the entire apparatus had been tapped into the main feeder line. He wrapped his arms around dense power cables that were nearly as big around as his thigh, braced himself hard against the floor, and pulled with all his might. 

The lines finally came free, and Spider-Man himself went flying backwards. He hit the ground, then flipped himself onto his feet and quickly assessed the situation. 

The lasers had now stopped firing. 

A series of sparking explosions surged through the room as every piece of electrical equipment in the place shorted out. 

Ock's spiked tentacle slid out of the cable as the voltage in it dropped away, and the weight of the limbs toppled him backwards to crash through the floorboards, where he'd come to a stop on an outcropping of rocks beneath the building, half-submerged in the East River once more. 

And the reaction...well, it was still going strong. Not only that, it had gotten significantly larger now that there was no containment field to hold it back any more. 

Spider-Man felt his stomach drop through the floor. "Now what?" he whispered. He looked around frantically, desperately hoping to see that he'd just somehow missed a source of power somewhere, but every power connection point on the actuator arms or the platforms was now smoking and smoldering or blown apart and utterly useless. 

And still the reaction grew, hovering and spinning over the metal platform as it inflated like a giant hot air balloon. 

_Oh, my God,_ he realized, _it's self-sustaining. He used the salt water in the East River to create a saline electrolytic reaction to drive the magnetic field at the bottom that would keep it suspended when it reached this stage. Now, it's feeding on itself and everything it's drawing into itself to keep going...and at this rate, it'll suck in the whole Lower East Side any second now. We are so screwed..._

And then he heard movement behind him...the sounds of tentacles squeaking and grinding, as if they were trying to restart themselves after a hard system crash. 

_Wait a minute...we may not be so screwed._ He sprang across the room and landed in front of Ock's prone body, which was starting to stir. He yanked off his mask to show the scientist a familiar face and hopefully persuade him to trust the eager student instead of the lethal instruments. "Dr. Octavius!" he called, trying to get through to the man behind the machines. "Please, I need your help..." 

Ock shook his head, trying to clear his vision...and then wondered if his eyes were playing tricks on him. The body of the man before him was definitely Spider-Man's, but the face belonged to..."Peter Parker?" Then he gave the boy a wry smile as the irony of Conners' incorrect assessment became obvious. "Brilliant, but lazy." 

Oh, good, Octavius still remembered him. Now to drag him into the present. "Look at what's happening," he said, gesturing behind him at the engorged fireball, which was now drawing in virtually anything in the building that was metallic and not nailed down. 

Octavius looked over Peter's shoulder and smiled slightly. _Yes, isn't it beautiful?_

Peter did not like the look in Octavius' eyes. He was still seeing the experiment, not the environment around it. "We have to destroy it," he said firmly, trying to keep the desperation in his voice contained and controlled. 

Ock frowned. Stupid bug, interfering yet again in fulfillment of his dreams. "I can't destroy it," he said, the deranged mindset returning as the tentacles began writhing and pulling themselves out of the water. "I _won't_!" 

One tentacle shot out and grabbed Peter by the throat. 

Peter slapped one hand on the ground to hold himself in place and grabbed the tentacle with his other hand, trying to slip his fingers inside the pincers to keep it from squeezing the life out of him. "You once spoke to me about intelligence," he said in a choked voice, trying to convince Dr. Octavius to somehow overrule Doctor Octopus. "About how it was a gift, to be used for the good of mankind." 

That triggered a memory...a memory of meeting a young physics major who'd been so eager to learn from a master, who'd made him feel more important than he'd felt in years... "A privilege," Octavius whispered. 

"These things have made you something you're not," Peter continued, seeing the man starting to emerge from the monster's shadow. "Don't listen to them." 

Octavius looked at the reaction, shining so brilliantly across the room, and felt lost. Destroy it? He couldn't. This was all he had left, literally. Everything else in his life was gone. He couldn't possibly give it up. "It was my dream," he said in a sad, pathetic tone. 

The beams in the ceiling creaked loudly, and Peter saw metal framing from the broken windows flying over their heads toward the reaction. He could even hear the screeching of tires from nearby vehicles now being affected by the magnetic pull of this rapidly-growing star. They were running out of time. If he couldn't get through to Octavius, he would have to do something drastic, something he did _not_ want to do unless it was his only choice. "Sometimes, to do the right thing," he said hoarsely, "we have to be steady and give up the things we want the most...even our dreams." He kept trying to get his fingers underneath the ever-tightening pincers. "Dr. Octavius...please...we have to do something..." 

Octavius watched the metal debris rising around them and being drawn into the perpetual sun he'd always dreamed of creating. It had been his dream since...well, since he was younger than Peter, since he was a college student himself, immersed in the world of science and the promise of nuclear fusion... 

...and then he'd met an exotic beauty on the steps of the library and spent hours learning about a whole world beyond Edison and Einstein...a world that was destroyed a month ago by this very experiment... 

_My God, what have I done? What have I become?_ "You're right," he whispered weakly. 

The tentacles drew up around him like massive serpents. Peter would have sworn they were hissing. 

"He's right," Octavius asserted in response to the limbs' uprising. 

The tentacles snapped their pincers menacingly. 

"Listen to me now," Octavius said angrily, gritting his teeth, trying to concentrate hard enough to push his own thoughts past the network chatter of four powerful computers. "Listen...to..._me_...now!" 

The tentacle holding Peter's neck popped its claws open, then dropped away. 

Peter coughed violently, frantically gasping for air, trying to pull himself together so he could pick Octavius' brain before it was too late. Octavius' pallor was death-grey, and the effort to regain control over the arms had obviously taken a tremendous amount out of what little strength the man still had, so Peter had to act fast because he might not get a second chance to ask these questions. "Now--how do I stop it?" 

Octavius looked at the size of the fusion furnace he'd created. It was monstrous, thousands of times larger than even his most error-filled calculations had ever conceived could happen. "It can't be stopped," he said weakly, his voice filled with dread. "It's self-sustaining." 

Peter would not accept that answer. No one had ever been able to duplicate the natural self-sustaining nuclear fusion reaction of the sun in a laboratory setting--there had to be _some_ weakness they could exploit. "Think!" he demanded. 

Octavius was trying, but he couldn't conceive of what to do at this point. In all his simulations, he'd never run into this particular scenario. If it was a small-scale fusion experiment, he'd just drop it into the cooling pool to stop the reaction, but a reaction this big... 

Then he suddenly remembered why he'd wanted to rebuild _here_. Not just to use the salty water of the East River in conjunction with the steel platform to create a saline-powered electromagnet for the bottom of the containment field, but also to use the river itself as a makeshift cooling pool just in case. "Unless..." He looked at the reactor, then at the hole in the floor below it...a hole just barely large enough to still be used for its intended purpose. "The river...drown it." 

Peter's eyes widened. _Of course,_ he realized. _That's why he always puts a pool of water underneath. Not for ambient air cooling--as a safety feature. Fusion reactors are really just gigantic fireballs, and if you drown a fireball hard and fast in enough water, the reaction will have to stop because it will cool down faster than it can regenerate itself..._

And that was when he realized what he'd have to do to drown it--get underneath it and tear away the structure of the steel platform so that the opposing magnetic force created by the interaction of the salt water with the platform was broken. But once that occurred, there would be nothing to hold the reactor aloft, and it would immediately collapse into the river and either incinerate or boil anything in its path...including himself. It was a suicide mission...but one he had no choice but to undertake. Millions of lives were at stake, and the fate of the whole city was in his hands. _With great power comes great responsibility,_ he reminded himself, then nodded his thanks to Octavius and turned to go. 

A tentacle clamped down hard on his leg before he could spring away. 

Peter whipped around, prepared to take Ock's head off... 

...only to find it wasn't Ock who had ordered the tentacle to stop him. "I'll do it," Octavius said firmly. He closed his eyes and concentrated hard. 

The tentacle released Peter's leg, and the remaining three arms lifted him up out of the water. 

Octavius opened his eyes and looked right at his dream-turned-nightmare. 

The tentacles obediently carried their creator toward the reactor. 

At the edge of the rapidly-diminishing safe zone, Octavius turned around to face the student who had become his teacher...and the enemy who had become his friend. 

The former combatants acknowledged each other with a nod, then Octavius turned back around and strode firmly toward his destiny. 

Peter watched him walk away for a moment longer, then turned around... 

...and found himself face-to-face with an angel.

* * *

_Oh, my God...I was right...I was right all along..._

That was all Mary Jane Watson could think of as she stared at the unmasked face of her knight in red-and-blue neoprene, into the deep and enchanting blue eyes of the oh-so-maddening mystery man she thought she'd lost forever. Her heart skipped multiple beats as she felt that same giddy sensation of romance, passion, bliss, and great love that she'd only felt two times before in her entire life...two other times, in the kisses of two great loves... 

...both embodied in one man. One truly awe-inspiring, heroic, amazing man. 

It was Peter. All this time, her brave and gallant hero, the man who'd saved her life no less than four times now, the man who willingly laid his life on the line every day in practically every conceivable way for the people of New York, was the same man she'd insultingly called "just an empty seat" a month ago. _How could I have been so blind?_ she asked herself. _How could I have said those things to him? Why didn't I just trust my feelings two years ago when I first suspected this? God, he must think I'm the biggest witch on the planet..._

And then she saw the smile beginning to spread across his face. And she realized none of those things really mattered. All that mattered was what they were clearly both feeling at that moment, a feeling of complete and total bliss. 

And then she saw his eyes widen in horror.

* * *

The amazing relief Peter had been feeling after the initial shock of realizing that MJ was now staring at his unmasked face had suddenly turned to absolute terror as his spider-sense alerted him to two imminent disasters. 

Disaster number one was the collapsing of the fusion reactor as Otto Octavius and his tentacles began dismantling the platform. 

Disaster number two was the sudden shift in the magnetic force surging through the room as Octavius did so, which was causing the wall behind MJ to topple. 

"No!" he shouted at the top of his lungs, then sprang into action.

* * *

MJ heard the creaking of the wall, then felt the first pieces of debris falling on her. She turned around...and screamed in terror. 

The first layer of debris knocked her over. She tried to cover her head to protect herself from the rest of it... 

...and then suddenly realized the wall had stopped falling. She opened her eyes... 

...and once more found herself staring into Peter's face. There wasn't any way she could have avoided it, though--he was barely three feet away from her, nearly bent over 90 degrees, literally holding the entire weight of the collapsing wall on his shoulders and back. 

It was an awkward moment for both of them, literally and figuratively. Of the two of them, Peter was far more familiar with how to deal with awkward situations. With his mask on, he'd have cracked wise and made some terrible joke about how some women can just make you fall to pieces. With it off, though, he decided to take the simple approach. "Hi," he said, smiling through clenched teeth as he tried to position himself better to keep the wall from collapsing any further. 

MJ wondered what she was supposed to say to that. What _does_ one say to a man who's shoring up the remnants of a five-story building on his back? She decided to take the simple approach. "Hi," she replied, trying like mad to keep the stupidly awed feeling inside her head off of her face. 

"This is...really heavy...," Peter admitted, shoving his entire body hard against the wall as he tried to find a better place to put his hands for more support. At this point, the race was on to see which would collapse first...Otto Octavius' fusion reactor, or Peter Parker's back.

* * *

The heat was unbelievable. The light was so intense that Octavius could not look into it. And the pain in his body was nothing compared to the pain in his heart. But he had no choice. He had created this disaster, and it was his responsibility to see it through to the end. 

He ordered the tentacles to pull him underneath the reactor, then locked a pincer on each leg of the platform and began tugging at the legs, bending and distorting the girders, crying out in both pain and anger at watching his dream die.

* * *

Peter could see the mini-sun shift its position...and almost instantly felt the effects of that shift as the magnetic forces in the room pulled harder than ever on the metal wall. He nearly lost his footing, then turned his feet to get a better grip on the floor and gritted his teeth hard. Now he and MJ were two feet apart at most, and he was not at all sure he had the strength to continue holding up this wall if it shifted again. 

MJ watched as his costume tore at the seams, revealing the bulging and straining muscles underneath, muscles that she still found unbelievable that Peter Parker could possibly have. He was shaking from the exertion, he was bleeding from cuts and scrapes obviously caused by those blasted tentacles, and yet the determination in his face had never been more focused. He was refusing to let go. And she was pretty sure she knew why, even though he'd denied it multiple times. 

"MJ," he said in a trembling and pained voice, "in case we die..." 

"You _do_ love me," she finished for him, realizing that he needed to focus his energies on something far more important than speaking. 

Good, she understood. "I do." 

"Even though you said you didn't..." 

He nodded. 

MJ beamed, her soul filled with a joy she didn't know she could ever feel. 

And then the platform creaked again. And the wall shifted again. And both Peter and MJ knew the end was near.

* * *

Otto Octavius was completely blind now from giving even the slightest glimpses at the searing white light from the inferno. But he didn't need to see to know what more needed to be done. The arms were showing him four legs bent in increasingly precarious angles, but none of them torn enough to completely collapse. And he was running out of time to finish this thing before it finished him. 

"I will not die a _monster_!" he vowed, then locked each tentacle onto the weakest spot on each platform leg and ordered them to finish the job.

* * *

Another creak from the platform, another shift in the wall's position. Peter just knew he would soon no longer have the strength to keep this up... 

...and then something inside him seemed to refocus him and give him a new burst of energy. _Your greatest wish, your greatest hope, your greatest dream was to be able to be truly open and honest with the woman you love more than life itself, and your greatest fear was that you would never be able to do so. Well, you've now done it. You've shown her your secret life. You've shown her your true face. And you've told her you love her. You still think some rickety old wall is stronger than you are? Ha!_

MJ's eyes widened in disbelief as Peter grabbed two beams from the wall in his hands, let out a primal roar, and shoved the whole thing into the air, where the sinking magnetic field did the rest of the work of pulling it up and over their heads. 

With his oversized burden now gone, Peter immediately started tossing wooden planks and other debris aside and helped MJ to her feet. He was giving her the once-over to make sure she wasn't injured when suddenly his spider-sense surged a warning about danger from the rear coming up fast. He looked behind him. 

A rusted-out framework from a nearby silo was bouncing along the dock toward them, drawn by the still-strong magnetism of the collapsing fusion furnace. 

MJ screamed. 

Peter grabbed her around the waist, leapt into the air, and fired a web shot at a far-off crane. 

The two of them cleared the dock just as a wave of metallic objects swept across their former position before diving into the water along with the remainder of the building, all caught up in the last gasps of the dying sun. 

MJ dared a glance over Peter's shoulder to watch the reactor's glow fade away. 

Then she felt her feet touch down on something and Peter's arm releasing her. She looked down. 

She was standing atop a _very_ small platform, no bigger around than she was, dangling from a cargo-loading crane. And she was _very_ high off the ground. Feeling her balance failing, she grabbed at what she thought was a chain link fence next to her... 

...and then suddenly realized it wasn't a fence at all. 

It was a web. A _gigantic_ wheel-shaped spider web, with strands thicker than chain link fence wire, strung between the tops of two cargo-loading cranes. 

And crawling across the web toward her was the man who'd spun it...Peter Parker, The Amazing Spider-Man. 

MJ casually leaned against the web as Peter settled into a spider-like crouch next to her. The whole thing was so surreal, and yet so comfortingly familiar. When she'd had her mad crush on Spider-Man, she'd often dreamed of leaning on his shoulder in the midst of his loveseat-sized web as they watched over the city together. And this, she realized, was as close as she was likely ever going to get to that imagined experience. It was almost like a fairy tale come true. "I think I always knew," she said warmly. "I think somehow I always knew who you really were." 

The genuine warmth and love in that angelic voice made Peter's heart ache, because now that she knew part of the reason he'd let her go two years ago, she needed to understand the rest of it. "Then you know why we can never be together," he said sadly. "Spider-Man will always have enemies. And those enemies will always attack my greatest weakness...the ones I love. I could not live with myself if anything ever happened to you because of me...so I cannot allow you to take that risk." He stopped to swallow his emotions, wanting to say so much more, wishing with all his heart that he could pledge his undying and everlasting love to her but knowing that if he did, it would make the next words he had to say impossible for either of them to take. "I," he said in a voice that was literally cracking under the strain of holding back the incredible pain filling his soul, "will _always_ be Spider-Man. You and I can _never_ be." 

MJ felt her heart sink, crushed by the weight of the impossible burden of having to walk away from her one true love just when she had finally realized the true depth of her feelings toward him. No, this couldn't be happening. This wasn't the way fairy tales were supposed to end. The knight in shining armor always defeated the evil monster and carried the princess off to safety, and they all lived happily ever after... 

...and then sirens below them reminded MJ that this was no fairy tale as she spotted three police cruisers racing toward the docks. She turned her tear-filled eyes to look at Peter...and realized that he was having no easier a time holding back his own emotions. 

He reached across with his left hand and took hold of her right one. 

She clasped both hands around it, knowing this might well be the last time they would ever be able to exchange even the slightest touch, and gazed longingly into his eyes for what would also likely be the last time. 

Suddenly she felt something sticky wrap itself around her hands. She looked at them...and saw strands of silky threads emerging from his right wrist to bind her hands together. 

Peter gave her a sad-but-loving smile. 

She smiled back...then gasped as he lifted her into the air and balanced her entire weight on just the tips of his left fingers, as if she were as light as a feather. 

Then he slipped his left hand out of her grasp and very slowly and carefully spun webbing from his right wrist to lower her to the deck of a tugboat anchored at the docks below.

* * *

The first policemen arriving on the scene couldn't believe their eyes. All around them, as far as the eye could see, were gigantic metal girders twisted like pipe cleaners, wrecked cars slammed into each other like a demolition derby, light poles bent over at grotesque angles, small boats ripped off their moorings, the remains of a warehouse drifting around in a circular pattern near the end of a dock... 

...and a tiny woman seemingly floating in the sky, light as a feather, gradually fluttering back to earth and finally touching down atop one of the few remaining boats unaffected by the whatever-the-Hell-it-was that had swept through here. 

A civilian car screeched to a stop just behind the police officers, and Ted Hoffman opened the door for J. Jonah Jameson, who was soon making a beeline for the officers ahead of him to find out what was going on. 

John Jameson needed no assistance getting out of the car once he realized who the floating woman was. "Mary Jane!" he shouted, racing down the docks toward her.

* * *

MJ felt her feet touch down on the top of the tugboat's cab and the tension on the web line go slack. Her eyes caught a quick glimpse of the end of the shimmering, silky strand floating downward toward her as she realized that he had finally let her go. She wondered as she tried to pull her hands apart how she was supposed to get this stuff off of her...and then realized she was in no particular hurry to do so. 

"Mary Jane!" John's voice shouted from below, and police search lights quickly focused in on her. 

MJ suddenly realized that she needed to make sure the police only saw her and not her rescuer, lest they somehow get the wrong impression about what had actually happened here--and with John's dad doing the headline writing, _any_ impression was possible. She managed to peel the last bits of webbing off her hands, then hurried across the roof toward the access stairs. 

Below her, John vaulted the railing at the end of the dock and leapt onto the tugboat's deck, then ran up the stairs toward her. 

The pair met at the mid-staircase landing and John swept her into his arms. "Oh, my God," he said, his voice breaking, "are you all right? I thought I'd lost you forever...oh, God..." He kissed her passionately. 

MJ let him kiss her for a moment, then looked over his shoulder out into the night... 

...and into the far-off eyes of Peter, who was now sitting balanced on the arm of the crane, watching her with an expression filled with pain, heartbreak...and a sad-but-firm resolve. 

Then he pulled his mask over his face once more, and she watched Spider-Man dive off the crane, fire a web, and disappear into the night. 

She buried her face in John's shoulder and broke down sobbing.

* * *

Hours later, after John Jameson had driven his shaken and distraught fiancee back to her apartment and held her tightly as she wept through telling him the story of her terrifying ordeal... 

...after a heartbroken Peter Parker had web-slung his way back to his rundown hovel and collapsed in an exhausted, emotional heap on the floor of his room... 

...after J. Jonah Jameson had decided for the sake of his beloved son to call a temporary truce to his verbal war against Spider-Man long enough for Robbie Robertson to compose a headline for the early edition of _The Daily Bugle_ proclaiming Spider-Man a hero once more... 

...Harry Osborn was still sitting in the ruins of his father's study, holding his father's dagger, struggling to think of a reason why he shouldn't be somehow joining his father in whatever afterlife there might or might not be. 

What a fool he'd been. What a complete, total, utter fool he'd been. He'd let Otto Octavius use his rage and anger against Spider-Man to trick him into giving that multi-armed lunatic the keys to destroy the world, or at least half the city, leading Harry to recklessly endanger OsCorp itself by diverting its priceless allotment of tritium for unauthorized use. Along the way, the monster Harry had unleashed had demolished buildings, killed people and wounded others, nearly wrecked a packed commuter train, and kidnapped the only woman he'd ever loved, Mary Jane Watson. And Ock's neatly and ruthlessly efficient execution of Harry's own orders had directly led Harry to the heart-wrenching discovery that Peter Parker, the only man he had ever been able to call "friend", was actually his sworn enemy, the murderer of his father, the physical embodiment of anti-Osborn force himself...Spider-Man. 

Now Harry had nothing. No money. No company. No loves. No friends. _Nothing_. He stared at the dagger, as he had for hours now, trying desperately to work up the courage to drive it into his stomach...or even to just slit his wrists...anything to end the pain he was now feeling. No amount of alcohol he'd consumed could numb him to the horror of what he'd done. No amount of alcohol could erase the image of seeing Peter Parker's face under Spider-Man's mask. No amount of alcohol could take away the emptiness, loneliness, and despair in his soul... 

A chilling wind swept through the study, and the door to the hallway creaked open. 

Harry frowned. He was certain Bernard had closed that door when he'd left for the evening. "Hello?" he called out, getting up to stagger around the room. 

A raspy, chilling laugh echoed in his ears. 

"Who's there?" Harry demanded, feeling surrounded by the daggers and armor and ceremonial masks all over the walls of the study, as if they were all staring at him and mocking him and poised to attack him... 

_Son._

Harry whipped around. That was his father's voice, he knew it. But where...? 

_I'm here._

Harry suddenly found himself facing the mirror...and looking right into his father's eyes. "Dad?" he asked in a slurred and confused voice. "But I thought you were dead..." 

_No. I'm right here, where I've been all this time...inside of you._ The image of Norman Osborn in the mirror--dressed in the dark green shirt and black slacks he'd had on the last time Harry had seen him alive--gave his son a warm smile, a smile Harry only ever saw in the deepest recesses of his own imagination. _Now it's your turn._ The smile vanished and Norman's expression turned harsh and snarling, the way it usually was in Harry's memories. _You swore to make Spider-Man pay? Now, make him pay._

Harry couldn't believe what he was hearing. This was a dream, or a hallucination, or maybe the first signs of the Osborn family insanity rising up inside him...this couldn't possibly be real. "No...Pete's my friend..." 

_And I'm your father._ And just like that, the snarling anger turned back into a sympathetic smile. _Now you know the truth, Harry. Now you know who Spider-Man really is. Now you can have your revenge._

Harry backed away from the mirror. "No...I can't...I can't hurt Peter..." 

The snarl returned. _You're weak. You've always been weak. And you'll always be weak until you take control and take back what's rightfully yours. It's your destiny, Harry. Avenge me._

Harry shook his head. This was madness...he couldn't believe his mind was even thinking about going down this path after tonight, after seeing the horror of what his twisted revenge fantasy had wrought..."No..." 

_Avenge me!_ Norman's angry voice demanded. 

"No!" Harry shouted as he hurled the dagger into the mirror. 

The dagger crashed through the mirror and shattered it...revealing a dark, dusty passageway behind it. 

Feeling somewhat like Alice through the Looking Glass, Harry cautiously crept into the antechamber...into a part of Osborn House he'd never seen. 

The room was suffocatingly dirty, filled with cobwebs--_how appropriate,_ Harry's unsettled brain noted--and looked like something out of one of those bad Halloween movies, where the boogieman was waiting around every corner... 

...and that was when he ran headlong into the green metallic mask. 

Harry jumped back in horror. That mask...he'd seen it before...that was the mask of the man who'd attacked him on the balcony in Times Square, the one the _Bugle_ called "The Green Goblin". Disoriented, he tried to back away... 

...and backed right into a chamber filled with metallic orange-colored spheres, just like the bombs the Goblin had thrown at the balcony two years ago. 

No, this couldn't possibly be real. This wasn't happening. He had to get out of here. He kept trying to escape from this maze of madness... 

...and triggered a light switch illuminating a rack of glowing green liquid-filled cylinders. 

He picked one up and was horrified to realize it bore the OsCorp logo and a formula number...the same formula he'd seen in the notes about Mendel Stromm's failed performance enhancer experiment that had caused the disaster that had started his father's company on its downhill skid two years ago. No, this was _not_ happening... 

...and that was when he saw the rest of the skeletons in his father's closet. Or rather, the pieces of partially-constructed green metallic armor and the half-finished chassis for a one-man jet glider...practically the same armor and glider he'd first seen when the Goblin attacked the Unity Day festival two years earlier... 

Harry stood in the chamber and just stared slack-jawed in complete and total shock at the true nature of his destiny.

* * *

Two days later, Mary Jane Watson stood in front of the mirror in the cathedral's bridal chamber, trying to work up the courage to face her own destiny. This was it, the day she'd dreamed of all her life, the day every little girl's fantasy played out for real in her life. She was dressed in a snow-white silk gown, a flowing princess dress with a sweetheart neckline, billowing skirt, and five-foot train that her mother was busily poofing, primping, and smoothing. In mere moments, the organist would strike up the chords of Wagner's Bridal Chorus, everyone in the church would rise to their feet, and she would walk proudly down the aisle and stand before the priest, in front of God and everyone else, and marry... 

...a man she didn't love. 

She'd spent the better part of the previous day trying to convince herself that she had to go through with it. After all, people did things every day that they really didn't want to do just because it was "the right thing to do"; she'd waited tables for over a year before she'd finally started to live her acting dream, and even then she did a lot of cheap commercials and print ads before she finally landed a real part in a real play. That was how she'd handle this; it would be just another part she'd have to play to make her way in life. She ought to be able to do that; after all, she _was_ a professional actress. Besides, she'd managed to convince herself before that she was really in love with John, that she loved him enough to accept his proposal a month ago, that he was a good and honest and dependable and decent man... 

...who didn't deserve to have a complete fraud perpetrated upon him. Because that was what this would be...a fraud. Because she didn't love John Jameson. 

She loved Peter Parker. 

She'd cried the entire night after John had brought her home until she literally had no tears left to cry. John had wanted to stay and comfort her, but she'd managed to convince him to go home because she "needed to be alone", when the real truth was that she didn't want to be alone but didn't want _his_ arms wrapped around her. She wanted _Peter's_ arms, those strong and heroic arms that had picked up and thrown a five-story building off of her, those agile and flexible arms that had caught her _and_ her lunch tray in the high school cafeteria when she'd slipped on a puddle of spilled orange juice, those incredibly powerful-yet-gentle arms that had swept her off to safety no less than four times, all in the name of saving her miserable excuse for a life time and time again and giving her one more chance to live the life she'd supposedly always dreamed of. 

But the life she _really_ dreamed of was a life with Peter. 

And as she stood there in front of the mirror, holding the bouquet of flowers her mother carefully placed in her hands, she realized that there was no way she could go through with this. It would be wrong. It would completely destroy three people's lives. And she could not to that to John, to Peter... 

...or to herself.

* * *

As the organist struck up the chords to Wagner's Bridal Chorus, a congregation full of Manhattan's upper-middle-class elite, social climbing wannabes, and both Mary Jane Watson's and John Jameson's closest friends and family--including a surprisingly gregarious and happy-looking Harry Osborn--rose to their feet and turned to face the archway, awaiting the entrance of the bride. 

And they waited. 

And they waited. 

And they still waited, even as J. Jonah Jameson was being restrained by his wife from rushing out into the aisle to go find out what was keeping that flaky actress chick. 

And then, finally, someone came down the aisle. But it wasn't the bride. 

It was her maid of honor, Louise, who was carrying a note that she ran up to the altar to deliver to John. 

John opened the note...and all traces of a happy expression vanished as he read Mary Jane Watson's oh-so-appropriately addressed "Dear John" letter. 

Jameson the elder picked up on Jameson the younger's expression change and realized the implications immediately. "Call Debra," he whispered to his wife. 

It took her a moment to realize who he meant. "The caterer?" 

He nodded. "Tell her not to open the caviar."

* * *

_There goes the bride--running outside..._

MJ giggled happily as she raced down the streets of Manhattan, not caring that those were probably the lyrics people were coming up with as they watched the woman in white zooming past them, her beautifully styled hair falling out of its French twist and her dress billowing behind her like a cloud. She didn't care what anyone thought. There was only one person whose opinion she even remotely cared about any more, and she was on her way to find him.

* * *

Peter sat on his bed, staring out the window of his fifth-floor room, never feeling more alone in his entire life. It was a beautiful spring morning in Manhattan. Not too warm, not too cool, and not a cloud in the sky. It was the perfect day for a spring wedding. And right about now, one ought to be getting underway a few blocks from here. The woman he loved more than life itself, the woman he'd turned away _because_ he loved her more than life itself, was... 

...was... 

_...standing right behind me?_ He looked over his shoulder, unable to believe what the light tingling of his spider-sense was telling him. 

And there before him, standing in his doorway, was Mary Jane Watson...hair disheveled, dress rumpled, holding a ragged bouquet of wilting flowers. She'd never looked more beautiful. And he'd never felt more taken aback. He wasn't sure how he'd found the focus to get to his feet, but somehow he'd done so and was now standing across the room from her, completely and utterly dumbfounded by the sight of an angel, an angel that he thought he would _never_ see again. 

She saw the confusion on his face and smiled, trying to act more casual than she felt. "Had to do what I had to do," she said brightly. 

Peter just stared at her. He'd dreamed a thousand dreams about her standing before him in white, about them pledging their lives and their everlasting love to each other...dreams he'd finally convinced himself that he'd have to give up in order to do the right thing and return to a life where great power went hand-in-hand with great responsibility. "Mary Jane...," he began. 

She could see the turmoil in his thoughts reflected on his face and decided to immediately stake out her position on this subject. "Peter...I can't survive without you." 

A million thoughts raced through his brain, and every one of them came back to the exact same words he finally managed to force out of his mouth as he crossed the room to stand before her. "You shouldn't be here..." 

"I know why you think we can't be together," she interrupted. "But can't you respect me enough to let me make my own decision?" She felt the strong emotions she'd been fighting for two days bubbling up, emotions she'd been trying to hold in control all day, and she tried to get the words out before they overcame her. "I know there will be risks, but I want to face them with you! It's wrong that we should only be half-alive, half of ourselves. I _love_ you." She stopped for a moment as she felt her voice catch and fought to get herself back under control once more. "So here I am, standing in your doorway." 

And then she saw the look in his eyes--a look of fervent hope that this was really happening mixed with a deep and dreading fear that even if it were, it wouldn't last. And she finally realized something she'd never really understood before--that not only did he _still_ love her, but that he'd never _stopped_ doing so, and that everything he did, even turning her away, was _because_ of that love. "I've _always_ been standing in your doorway," she added, putting a hand on his cheek and caressing it lovingly. "Isn't it about time somebody saved _your_ life?" 

He felt his heart racing, his body quivering, and his soul about to burst with joy. Maybe there _was_ a way to do the right thing in life without giving up the thing he wanted the most...his most precious dream of spending the rest of his life with the woman he loved... 

"Well?" she teased. "Say something!" 

He felt the goofiest smile spreading across his face as he said the only thing he could think of at that moment. "Thank you, Mary Jane Watson..." 

And with that, he took her face into his hands and joined her lips in an incredibly passionate kiss. 

Actually, calling it a kiss was significantly understating the act itself. Both were practically devouring each other with their lips, both finally and fully giving in to the passion they had for each other that each had in some way denied or ignored for two years now. It was _better_ than the kiss in the rain. It was _better_ than the kiss in the cemetery. Because both of those moments had to some degree involved uncertainty or subterfuge and mistaken identities. But at this moment, there was nothing but Peter Parker, unmasked and unhidden, kissing Mary Jane Watson, unashamed and uninhibited. And nothing had ever felt so good. They kept going, neither wanting to stop, knowing that nothing would ever come between them again... 

...nothing, that is, except the scream of sirens going by Peter's window...sirens that were rapidly increasing in number... 

Peter broke the kiss and turned toward the sound out of reflex, then immediately realized what he'd done. _Oh, no...of all the rotten luck...I swear I must be cursed..._ He turned back to MJ, looking torn and uncertain. 

MJ smiled wistfully. So _this_ was what it was going to be like, always having to share the love of her life with the city that desperately needed him. But having to share him was far, _far_ better than not having him at all. She shrugged and gave him a warm, loving, supportive smile. "Go get 'em, Tiger." 

It took a second for MJ's words to register in Peter's mind. She wasn't mad at him. She wasn't disappointed in him. She didn't hate him. 

She was telling him it was all right to go. 

He felt a smile of genuine happiness spreading across his face as the complete impact of that life-changing moment began to sink in. _Oh, my God...dreams do come true..._

And then in a flash, he was gone, so fast that MJ would have sworn the man could teleport. It took a second for her to realize that in his place was now a pile of clothing by the window, which was flung open to the world outside. She raced to the window... 

...just in time to see Spider-Man swinging across the sky, shouting a joyous "Woo-Hoo!" as he joined in the chase, diving between two helicopters, off to save the world once more. 

MJ stood by the window and watched him practically flying across the skyscraper-lined canyons of Manhattan, flipping, twisting, turning, and in general doing all of the wild and daring aerial acrobatics that had led the papers to dub him "The Amazing Spider-Man" in the first place. It really was an amazing sight to behold. An exciting one. A thrilling one. 

And an incredibly lonely one. 

Still, MJ had been offered the chance at a normal life and turned it down. She had walked away from a life of safety and sanity of her own volition. She had left a life of certainty as a pampered and protected astronaut's wife behind her to spend an uncertain future with her one true love, Peter Parker. And Peter Parker would always be Spider-Man. 

And Mary Jane Watson would always be standing in his doorway.

* * *

**THE END**


End file.
